THE COMPANIES ACT (2022 REVISION)

EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

FINANCIALS ACQUISITION CORP

(adopted by special resolution dated __________ 2023)

1.         The name of the Company is Financials Acquisition Corp.

2.         The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

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

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

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

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

7.         The liability of each member is limited to the amount from time to time unpaid on such member's shares.

8.         The share capital of the Company is £55,000 divided into 500,000,000 Class A ordinary shares par value of £0.0001 each and 50,000,000 Class B ordinary shares par value of £0.0001 each.

9.         The Company may exercise the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

-

Second Amended and Restated Articles of Association of

Financials Acquisition Corp

(adopted by special resolution dated ____________ 2023)

Grand Cayman

Cayman Islands

conyers.com

TABLE OF CONTENTS

interpretation

1.         Definitions

SHARES

2.         Power to Issue Shares

3.         Redemption, Purchase, Surrender and Treasury Shares

4.         Rights Attaching to Shares

5.         Calls on Shares

6.         Joint and Several Liability to Pay Calls

7.         Forfeiture of Shares

8.         Class B Share Conversion

9.         Share Certificates

10.       Fractional Shares

REGISTRATION OF SHARES

11.       Register of Members

12.       Registered Holder Absolute Owner

13.       Transfer of Registered Shares

14.       Transmission of Registered Shares

15.       Listed Shares

ALTERATION OF SHARE CAPITAL

16.       Power to Alter Capital

17.       Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

18.       Dividends

19.       Power to Set Aside Profits

20.       Method of Payment

21.       Capitalisation

22.       Uncollected Dividends

MEETINGS OF MEMBERS

23.       Annual General Meetings

24.       Extraordinary General Meetings

25.       Requisitioned General Meetings

26.       Notice

27.       Giving Notice and Access

28.       Postponement of General Meeting

29.       Electronic Participation in Meetings

30.       Quorum at General Meetings

31.       Chairman to Preside

32.       Voting on Resolutions

33.       Power to Demand a Vote on a Poll

34.       Voting by Joint Holders of Shares

35.       Instrument of Proxy

36.       Representation of Corporate Member

37.       Adjournment of General Meeting

38.       Written Resolutions

39.       Directors and other persons Attendance at General Meetings

DIRECTORS AND OFFICERS

40.       Election of Directors

41.       Number of Directors

42.       Term of Office of Directors

43.       Alternate Directors

44.       Removal of Directors

45.       Vacancy in the Office of Director

46.       Remuneration of Directors

47.       Defect in Appointment

48.       Directors to Manage Business

49.       Powers of the Board of Directors

50.       Register of Directors and Officers

51.       Officers

52.       Appointment of Officers

53.       Duties of Officers

54.       Remuneration of Officers

55.       Conflicts of Interest

56.       Indemnification and Exculpation of Directors and Officers

MEETINGS OF THE BOARD OF DIRECTORS

57.       Board Meetings

58.       Notice of Board Meetings

59.       Electronic Participation in Meetings

60.       Representation of Director

61.       Quorum at Board Meetings

62.       Board to Continue in the Event of Vacancy

63.       Chairman to Preside

64.       Written Resolutions

65.       Validity of Prior Acts of the Board

Business Combination

66.       General

67.       Board approval

68.       Shareholder Approval

69.       Redemption Rights

70.       Failure to complete a Business Combination

71.       Other

CORPORATE RECORDS

72.       Minutes

73.       Register of Mortgages and Charges

74.       Form and Use of Seal

ACCOUNTS

75.       Books of Account

76.       Financial Year End

77.       Certain Tax Filings

AUDITS

78.       Audit

79.       Appointment of Auditors

80.       Remuneration of Auditors

81.       Duties of Auditor

82.       Access to Records

VOLUNTARY WINDING-UP AND DISSOLUTION

83.       Winding-Up

CHANGES TO CONSTITUTION

84.       Changes to Articles

85.       Changes to the Memorandum of Association

86.       Discontinuance

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Financials Acquisition Corp

(adopted by special resolution dated ____ 2023)

Table A

The regulations in Table A in the First Schedule to the Act (as defined below) do not apply to the Company.

interpretation

1.         Definitions

1.1.      In these Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

In these Articles, where not inconsistent with the context:

(a)        words denoting the plural number include the singular number and vice versa;

(b)        words denoting the masculine gender include the feminine and neuter genders;

(c)        words importing persons include companies, associations or bodies of persons whether corporate or not;

(d)        the words:-

(i)         "may" shall be construed as permissive; and

(ii)        "shall" shall be construed as imperative;

(e)        a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;

(f)        the word "corporation" means corporation whether or not a company within the meaning of the Act; and

(g)        unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Articles.

1.2.      In these Articles expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.3.      Headings used in these Articles are for convenience only and are not to be used or relied upon in the construction hereof.

1.4.      Any reference to "class" or "Class" in relation to shares in these Articles shall, where the Company has issued shares in sub-classes, shall include such sub-classes of shares (as applicable).

SHARES

2.         Power to Issue Shares

2.1.      Subject to these Articles and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares or sub-class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred, conversion or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, provided that no share shall be issued at a discount except in accordance with the Act save that the Directors shall not issue, grant options, warrants and other rights in respect of shares (including fractions of a share) to the extent that it may affect the ability of the Company to carry out a conversion of the Class B Shares as such is provided for in Article 8. On the issue of any shares of any class, the Board may, in its discretion, divide such class into sub-classes.

2.2.      Following Admission and after the issue of Class A Shares pursuant to the IPO and prior to the closing of a Business Combination, the Company may not issue: (a) additional Class A Shares; or (b) Equity-linked Securities that would entitle the holders thereof to: (i) receive funds from the Escrow Account; or (ii) vote as a class with the then existing holders of Class A Shares on any Business Combination.

3.         Redemption, Purchase, Surrender and Treasury Shares

3.1.      Subject to the provisions of the Act, and, where applicable, the Listing Rules, the Company may issue shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company and may make payments in respect of such redemption in accordance with the Act. The redemption of such shares shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the shares or as otherwise contemplated by these Articles.

3.2.      The Company is authorised to purchase any share in the Company (including a redeemable share) by agreement with the holder and may make payments in respect of such purchase in accordance with the Act.

3.3.      The Company authorises the Board to determine the manner or any of the terms of any redemption or purchase.

3.4.      A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty days, interest shall be paid for the period from the due date until actual payment at a rate which the Board, after due enquiry, estimates to be representative of the rates being offered by Class A banks in the Cayman Islands for thirty day deposits in the same currency.

3.5.      The Company authorises the Board pursuant to section 37(5) of the Act to make a payment in respect of the redemption or purchase of its own shares otherwise than out of its profits, share premium account, or the proceeds of a fresh issue of shares.

3.6.      No share may be redeemed or purchased unless it is fully paid-up.

3.7.      The Company may accept the surrender for no consideration of any fully paid share (including a redeemable share) unless, as a result of the surrender, there would no longer be any issued shares of the company other than shares held as treasury shares.

3.8.      The Company is authorised to hold treasury shares in accordance with the Act.

3.9.      The Board may designate as treasury shares any of its shares that it purchases or redeems, or any shares surrendered to it, in accordance with the Act.

3.10.    Shares held by the Company as treasury shares shall continue to be classified as treasury shares until such shares are either cancelled or transferred in accordance with the Act.

4.         Rights Attaching to Shares

4.1.      Subject to Article 2, the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into Class A Shares and Class B Shares.

4.2.      The holders of the Class A Shares shall, subject to these Articles,:

(a)        be entitled to attend any meeting of Members;

(b)        be entitled to one vote per share, except any votes taken in relation to the appointment or removal of Directors prior to the closing of a Business Combination in which case the holders shall not be entitled to any vote;

(c)        be entitled to such dividends as the Board may from time to time declare;

(d)        in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(e)        generally be entitled to enjoy all of the rights attaching to shares.

4.3.      The holders of the Class B Shares shall, subject to these Articles:

(a)        be entitled to attend any meeting of Members;

(b)        be entitled to one vote per share, except any votes taken in relation to the approval of a Business Combination at the Business Combination EGM in which case the holders shall not be entitled to any vote;

(c)        prior to a Business Combination, be entitled to vote on the appointment or removal of Directors;

(d)        have the right to, and are subject to, conversion in accordance with Article 8;

(e)        be entitled to such dividends as the Board may from time to time declare;

(f)        in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(g)        generally be entitled to enjoy all of the rights attaching to shares.

5.         Calls on Shares

5.1.      The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment.  The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

5.2.      The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

5.3.      The terms of any issue of shares may include different provisions with respect to different Members in the amounts and times of payments of calls on their shares.

6.         Joint and Several Liability to Pay Calls

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

7.         Forfeiture of Shares

7.1.      If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call

FINANCIALS ACQUISITION CORP (the "Company")

You have failed to pay the call of [amount of call]  made on [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on [date], the day appointed for payment of such call.  You are hereby notified that unless you pay such call together with interest thereon at the rate of [    ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.

Dated this [date]

______________________________________

[Signature of Secretary] By Order of the Board

7.2.      If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Articles and the Act.

7.3.      A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.

7.4.      The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed.  Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

8.         Class B Share Conversion

8.1.      Subject to Article 4, the rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Article 17 (Variation of Rights Attaching to Shares)) with the exception that the holder of a Class B Share shall have the conversion rights referred to in this Article.

8.2.      Class B Shares shall convert into Class A Shares in accordance with the Promote Schedule (as such is set out, and defined, in the Prospectus).

8.3.      The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.

8.4.      Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

8.5.      References in this Article to "converted", "conversion" or "exchange" shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.

8.6.      Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one.

9.         Share Certificates

9.1.      Every Member shall be entitled to a certificate under the common seal (if any) or a facsimile thereof of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares.  The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

9.2.      If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

9.3.      Share certificates may not be issued in bearer form.

10.       Fractional Shares

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

REGISTRATION OF SHARES

11.       Register of Members

11.1.    The Board shall cause to be kept in one or more books a Register of Members which may be kept in or outside the Cayman Islands at such place as the Board shall appoint and shall enter therein the following particulars:

(a)        the name and address of each Member, the number, and (where appropriate) the class of shares held by such Member and the amount paid or agreed to be considered as paid on such shares;

(b)        whether the shares held by a Member carry voting rights under the Articles and, if so, whether such voting rights are conditional;

(c)        the date on which each person was entered in the Register of Members; and

(d)        the date on which any person ceased to be a Member.

11.2.    The Board may cause to be kept in any country or territory one or more branch registers of such category or categories of members as the Board may determine from time to time and any branch register shall be deemed to be part of the Company's Register of Members.

11.3.    Any register maintained by the Company in respect of listed shares may be kept by recording the particulars set out in Article 11.1 in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the relevant approved stock exchange.

12.       Registered Holder Absolute Owner

12.1.    The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

12.2.    No person shall be entitled to recognition by the Company as holding any share upon any trust and the Company shall not be bound by, or be compelled in any way to recognise, (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any other right in respect of any share except an absolute right to the entirety of the share in the holder.  If, notwithstanding this Article, notice of any trust is at the holder's request entered in the Register of Members or on a share certificate in respect of a share, then, except as aforesaid:

(a)        such notice shall be deemed to be solely for the holder's convenience;

(b)        the Company shall not be required in any way to recognise any beneficiary, or the beneficiary, of the trust as having an interest in the share or shares concerned;

(c)        the Company shall not be concerned with the trust in any way, as to the identity or powers of the trustees, the validity, purposes or terms of the trust, the question of whether anything done in relation to the shares may amount to a breach of trust or otherwise; and

(d)        the holder shall keep the Company fully indemnified against any liability or expense which may be incurred or suffered as a direct or indirect consequence of the Company entering notice of the trust in the Register of Members or on a share certificate and continuing to recognise the holder as having an absolute right to the entirety of the share or shares concerned.

13.       Transfer of Registered Shares

13.1.    An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Transfer of a Share or Shares

FINANCIALS ACQUISITION CORP (the "Company")

FOR VALUE RECEIVED……………….. [amount] , I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address] , [number] shares of the Company.

DATED this [date]

Signed by:                                           In the presence of:

____________________________    ____________________________

Transferor                                           Witness

____________________________    ____________________________

Transferee                                          Witness

13.2.    Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone.  The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.

13.3.    The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer.

13.4.    The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

13.5.    The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

14.       Transmission of Registered Shares

14.1.    In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares.  Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons.  Subject to the provisions of Section 39 of the Act, for the purpose of this Article, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

14.2.    Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

FINANCIALS ACQUISITION CORP (the "Company")

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased Member] to [number] share(s)  standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the "Transferee") registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

DATED this [date]

Signed by:                                           In the presence of:

____________________________    ____________________________

Transferor                                           Witness

____________________________    ____________________________

Transferee                                          Witness

14.3.    On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member.  Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.

14.4.    Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

15.       Listed Shares

15.1.    Notwithstanding anything to the contrary in these Articles, shares that are listed or admitted to trading on an approved stock exchange may be evidenced and transferred in accordance with the rules and regulations of such exchange.

15.2.    Notwithstanding the generality of the foregoing Article 15.1, the Directors shall, subject always to any Applicable Laws and regulations and the facilities and requirements of any relevant system concerned and the Articles, have power to implement and/or approve any arrangement they may think fit in relation to the evidencing of title to and transfer of interest in shares in the capital of the Company in the form of  depositary interests or similar interests, instruments or securities. The Board may permit shares (or interests in shares) to be held in uncertificated form and to be transferred by means of a relevant system of holding and transferring shares (or interests in shares) in uncertificated form in such manner as they may determine from time to time.

ALTERATION OF SHARE CAPITAL

16.       Power to Alter Capital

16.1.    Subject to the Act, the Company may from time to time by Ordinary Resolution alter the conditions of its Memorandum of Association to:

(a)        increase its capital by such sum divided into shares of such amounts as the resolution shall prescribe or, if the Company has shares without par value, increase its share capital by such number of shares without nominal or par value, or increase the aggregate consideration for which its shares may be issued, as it thinks expedient;

(b)        consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

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

(d)        subdivide its shares or any of them into shares of an amount smaller than that fixed by the Memorandum of Association; or

(e)        cancel shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled or, in the case of shares without par value, diminish the number of shares into which its capital is divided.

16.2.    For the avoidance of doubt it is declared that paragraph 16.1(b), (c) and (d) do not apply if at any time the shares of the Company have no par value.

16.3.    Subject to the Act, the Company may from time to time by Special Resolution reduce its share capital.

17.       Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

18.       Dividends

18.1.    The Board may, subject to these Articles and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company).

18.2.    Where the Board determines that a dividend shall be paid wholly or partly by the distribution of specific assets, the Board may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Board may fix the value of such specific assets and vest any such specific assets in trustees on such terms as the Board thinks fit.

18.3.    Dividends may be declared and paid out of profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Board determines is no longer needed, or not in the same amount. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Act.

18.4.    No unpaid dividend shall bear interest as against the Company.

18.5.    The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

18.6.    The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

18.7.    The Board may fix any date as the record date for determining the Members entitled to receive any dividend or other distribution, but, unless so fixed, the record date shall be the date of the Directors' resolution declaring same.

19.       Power to Set Aside Profits

19.1.    The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.  Pending application, such sums may be employed in the business of the Company or invested, and need not be kept separate from other assets of the Company.  The Board may also, without placing the same to reserve, carry forward any profit which it decides not to distribute.

19.2.    Subject to any direction from the Company in general meeting, the Board may on behalf of the Company exercise all the powers and options conferred on the Company by the Act in regard to the Company's share premium account.

20.       Method of Payment

20.1.    Any dividend, interest, or other monies payable in cash in respect of the shares may be paid to such person and in such manner (including, without limitation, cheque, draft, electronic transfer etc.) as the Member may in writing direct.

20.2.    In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid to such person and in such manner (including, without limitation, cheque, draft, electronic transfer etc.) as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

20.3.    The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.

21.       Capitalisation

21.1.    The Board may capitalise any amount for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

21.2.    The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

22.       Uncollected Dividends

22.1.    Any declared dividend or other distribution will lapse six years after the date on which such dividend or distribution is released for payment.

22.2.    Any declared dividend or other distribution that is not collected within the six year period provided for in Article 22.1 will be considered to have been forfeited by such shareholder to the Company.

MEETINGS OF MEMBERS

23.       Annual General Meetings

The Company may in each year hold a general meeting as its annual general meeting. The annual general meeting of the Company may be held at such time and place as the Chairman of the Company (if there is one) (the "Chairman") or any two Directors or any Director and the Secretary or the Board shall appoint.

24.       Extraordinary General Meetings

24.1.    General meetings other than annual general meetings shall be called extraordinary general meetings.

24.2.    The Chairman or any two Directors or any Director and the Secretary or the Board may convene an extraordinary general meeting whenever in their judgment such a meeting is necessary.

25.       Requisitioned General Meetings

25.1.    The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene an extraordinary general meeting. To be effective the requisition shall state the objects of the meeting, shall be in writing, signed by the requisitionists, and shall be deposited at the registered office.  The requisition may consist of several documents in like form each signed by one or more requisitionists.

25.2.    If the Board does not, within twenty-one days from the date of the requisition, duly proceed to call an extraordinary general meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene an extraordinary general meeting; but any meeting so called shall not be held more than ninety days after the requisition.  An extraordinary general meeting called by requisitionists shall be called in the same manner, as nearly as possible, as that in which general meetings are to be called by the Board.

26.       Notice

26.1.    At least fourteen (14) calendar days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and if different, the record date for determining Members entitled to attend and vote at the general meeting, and, as far as practicable, the other business to be conducted at the meeting.

26.2.    At least fourteen (14) calendar days' notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.

26.3.    The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company but, unless so fixed, as regards the entitlement to receive notice of a meeting or notice of any other matter, the record date shall be the date of despatch of the notice and, as regards the entitlement to vote at a meeting, and any adjournment thereof, the record date shall be the date of the original meeting.

26.4.    A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Articles, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) in the case of an extraordinary general meeting, by seventy-five percent of the Members entitled to attend and vote thereat.

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

27.       Giving Notice and Access

27.1.    A notice may be given by the Company to a Member:

(a)        by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or

(b)        by sending it by post to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or

(c)        by sending it by courier to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or

(d)        by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or

(e)        by publication of an electronic record of it on a website and notification of such publication (which shall include the address of the website, the place on the website where the document may be found, and how the document may be accessed on the website), such notification being given by any of the methods set out in paragraphs (a) through (d) hereof, in which case the notice shall be deemed to have been served at the time when the instructions for access and the posting on the website are complete.

27.2.    Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

27.3.    In proving service under paragraphs 27.1(b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

28.       Postponement of General Meeting

The Board may postpone any general meeting called in accordance with these Articles provided that notice of postponement is given to the Members before the time for such meeting.  Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with these Articles.

29.       Electronic Participation in Meetings

Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

30.       Quorum at General Meetings

30.1.    At any general meeting (other than a Business Combination EGM) two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.

30.2.    If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Board may determine.  Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Articles.

31.       Chairman to Preside

Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, shall act as chairman at all meetings of the Members at which such person is present.  In his absence, a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote. In each case, the person who should chair the meeting may appoint another person to chair the meeting instead.

32.       Voting on Resolutions

32.1.    Subject to the Act and these Articles, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Articles and in the case of an equality of votes the resolution shall fail.

32.2.    No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.

32.3.    At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Articles, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.

32.4.    At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

32.5.    At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Articles, be conclusive evidence of that fact.

33.       Power to Demand a Vote on a Poll

33.1.    Notwithstanding the foregoing, a poll may be demanded by the chairman of the meeting or at least one Member.

33.2.    Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands.  A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

33.3.    A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman of the meeting may direct.  Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.

33.4.    Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy.  Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct.  At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.

34.       Voting by Joint Holders of Shares

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

35.       Instrument of Proxy

35.1.    An instrument appointing a proxy shall be in writing or transmitted by electronic mail in substantially the following form or such other form as the chairman of the meeting shall accept:

Proxy

FINANCIALS ACQUISITION CORP (the "Company")

I/We, [insert names here] , being a Member of the Company with [number]  shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on [date] and at any adjournment thereof.  [Any restrictions on voting to be inserted here].

Signed this [date]

____________________________

Member(s)

35.2.    The instrument of proxy shall be signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman of the meeting, by the appointor or by the appointor's attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman of the meeting, by a duly authorised officer or attorney.

35.3.    A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.

35.4.    The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

36.       Representation of Corporate Member

36.1.    A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

36.2.    Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

37.       Adjournment of General Meeting

The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat, in accordance with these Articles.

38.       Written Resolutions

38.1.    Subject to these Articles, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Article.

38.2.    A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) all the Members, or all the Members of the relevant class thereof, entitled to vote thereon and may be signed in as many counterparts as may be necessary.

38.3.    A resolution in writing made in accordance with this Article is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Article to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

38.4.    A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Act.

38.5.    For the purposes of this Article, the date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date.

39.       Directors and other persons Attendance at General Meetings

39.1.    The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.

39.2.    The Chairman may decide at his or her discretion to admit other persons to the meeting.

DIRECTORS AND OFFICERS

40.       Election of Directors

40.1.    The Directors shall be elected or appointed in writing in the first place by the subscribers to the Memorandum of Association or by a majority of them.  There shall be no shareholding qualification for Directors unless prescribed by Special Resolution.

40.2.    The Board may from time to time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, subject to any upper limit on the number of Directors prescribed pursuant to these Articles.

40.3.    Prior to the closing of a Business Combination, the Company may from time to time by Ordinary Resolution of the holders of Class B Shares appoint any person to be a Director.

40.4.    After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director.

40.5.    Prior to the closing of a Business Combination, Article 40.3 may only be amended by a Special Resolution passed by a majority of at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.

41.       Number of Directors

The Board shall consist of not less than one Director or such number in excess thereof as the Board may determine.

42.       Term of Office of Directors

An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period; but no such term shall be implied in the absence of express provision.

43.       Alternate Directors

43.1.    At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to appoint such Alternate Directors.

43.2.    Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary. 

43.3.    Any person elected or appointed pursuant to this Article shall have all the rights and powers of the Director or Directors for whom such person is elected or appointed in the alternative, provided that such person shall not be counted more than once in determining whether or not a quorum is present.

43.4.    An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.

43.5.    An Alternate Director's office shall terminate -

(a)        in the case of an alternate elected by the Members:

(i)         on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to the Director for whom he was elected to act, would result in the termination of that Director; or

(ii)        if the Director for whom he was elected in the alternative ceases for any reason to be a Director, provided that the alternate removed in these circumstances may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy; and

(b)        in the case of an alternate appointed by a Director:

(i)         on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to his appointor, would result in the termination of the appointor's directorship; or

(ii)        when the Alternate Director's appointor revokes the appointment by notice to the Company in writing specifying when the appointment is to terminate; or

(iii)       if the Alternate Director's appointor ceases for any reason to be a Director.

43.6.    If an Alternate Director is himself a Director or attends a Board meeting as the Alternate Director of more than one Director, his voting rights shall be cumulative.

43.7.    Unless the Board determines otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Board on which his appointor serves; and the provisions of this Article shall apply equally to such committee meetings as to Board meetings.

43.8.    Save as provided in these Articles an Alternate Director shall not, as such, have any power to act as a Director or to represent his appointor and shall not be deemed to be a Director for the purposes of these Articles.

44.       Removal of Directors

44.1.    Prior to the closing of a Business Combination, the Company may from time to time by Ordinary Resolution of holders of Class B shares remove any Director from office, whether or not appointing another in his stead.

44.2.    After the closing of a Business Combination, the Company may from time to time by Ordinary Resolution remove any Director.

44.3.    Prior to the closing of a Business Combination, Article 44.1 may only be amended by a Special Resolution passed by a majority of at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.

45.       Vacancy in the Office of Director

The office of Director shall be vacated if the Director:

(a)        is removed from office pursuant to these Articles;

(b)        dies or becomes bankrupt, or makes any arrangement or composition with his creditors generally;

(c)        is or becomes of unsound mind or an order for his detention is made under the Mental Health Act of the Cayman Islands or any analogous law of a jurisdiction outside the Cayman Islands, or dies; or

(d)        resigns his office by notice to the Company.

46.       Remuneration of Directors

The remuneration (if any) of the Directors shall, subject to any direction that may be given by the Company in general meeting, be determined by the Board as it may from time to time determine and shall be deemed to accrue from day to day.  The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from Board meetings, any committee appointed by the Board, general meetings, or in connection with the business of the Company or their duties as Directors generally.

47.       Defect in Appointment

All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

48.       Directors to Manage Business

The business of the Company shall be managed and conducted by the Board.  In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in general meeting subject, nevertheless, to these Articles and the provisions of the Act.

49.       Powers of the Board of Directors

The Board may:

(a)        appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

(b)        exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;

(c)        appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(d)        appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

(e)        by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

(f)        procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g)        delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them.  Subject to any directions or regulations made by the Board for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board, including provisions for written resolutions;

(h)        delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;

(i)         present any petition and make any application in connection with the liquidation or reorganisation of the Company;

(j)         in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and

(k)        authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.

50.       Register of Directors and Officers

The Board shall keep and maintain a Register of Directors and Officers in accordance with the Act.

51.       Officers

The Officers shall consist of a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of these Articles.

52.       Appointment of Officers

The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time.

53.       Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

54.       Remuneration of Officers

The Officers shall receive such remuneration as the Board may determine.

55.       Conflicts of Interest

55.1.    Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties.  Nothing herein contained shall authorise a Director or a Director's firm, partner or company to act as Auditor to the Company.

55.2.    A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an "Interested Director") shall declare the nature of such interest.

55.3.    An Interested Director who has complied with the requirements of the foregoing Article may:

(a)        vote in respect of such contract or proposed contract; and/or

(b)        be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on,

and no such contract or proposed contract shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting and the Interested Director shall not be liable to account to the Company for any profit realised thereby.

55.4.    To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer ("Management") shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company. 

55.5.    Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.

55.6.    To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

56.       Indemnification and Exculpation of Directors and Officers

56.1.    The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) acting in relation to any of the affairs of the Company or any subsidiary thereof, and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether for the time being or formerly) and their heirs, executors, administrators and personal representatives (each an "indemnified party") shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any monies or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any monies of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any actual fraud, wilful neglect or wilful default  in relation to the Company which may attach to any of the indemnified parties.  Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any actual fraud, wilful neglect or wilful default in relation to the Company which may attach to such Director or Officer.

56.2.    The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

MEETINGS OF THE BOARD OF DIRECTORS

57.       Board Meetings

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.  A resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail. Any business or resolution at a Board meeting concerning a Business Combination or a proposed Business Combination shall be conducted in accordance with Article 67.

58.       Notice of Board Meetings

A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting.  Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director's last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

59.       Electronic Participation in Meetings

Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

60.       Representation of Director

60.1.    A Director which is a corporation may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Director, and that Director shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

60.2.    Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at Board meetings on behalf of a corporation which is a Director.

60.3.    A Director who is not present at a Board meeting, and whose Alternate Director (if any) is not present at the meeting, may be represented at the meeting by a proxy duly appointed, in which event the presence and vote of the proxy shall be deemed to be that of the Director. All the provisions of these Articles regulating the appointment of proxies by Members shall apply equally to the appointment of proxies by Directors.

61.       Quorum at Board Meetings

The quorum necessary for the transaction of business at a Board meeting shall be two Directors, provided that if there is only one Director for the time being in office the quorum shall be one.

62.       Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number.

63.       Chairman to Preside

Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, shall act as chairman at all Board meetings at which such person is present.  In his absence a chairman of the meeting shall be appointed or elected by the Directors present at the meeting.

64.       Written Resolutions

64.1.    Anything which may be done by resolution of the Directors may, without a meeting and without any previous notice being required, be done by unanimous written resolution in accordance with this Article. 

64.2.    A written resolution may be signed by (or in the case of a Director that is a corporation, on behalf of) all the Directors in as many counterparts as may be necessary.

64.3.    A written resolution made in accordance with this Article is as valid as if it had been passed by the Directors in a directors' meeting, and any reference in any Article to a meeting at which a resolution is passed or to Directors voting in favour of a resolution shall be construed accordingly.

64.4.    A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Act.

64.5.    For the purposes of this Article, the date of the resolution is the date when the resolution is signed by (or in the case of a Director that is a corporation, on behalf of) the last Director to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date.

65.       Validity of Prior Acts of the Board

No regulation or alteration to these Articles made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

Business Combination

66.       General

66.1.    Notwithstanding any other provision of the Articles, Articles 66 to 71 (inclusive) shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Escrow Account pursuant to Articles 66 to 71 (inclusive). In the event of a conflict between Articles 66 to 71 (inclusive) and any other Articles, the provisions of Articles 66 to 71 (inclusive) shall prevail.

66.2.    The Company may not carry out any Business Combination other than in accordance with Articles 66 to 71 (inclusive).

67.       Board approval

67.1.    The Company may only enter into a Business Combination, including any definitive agreement in respect of a Business Combination, with the prior approval of the Board, and for the purpose of such Board approval the following persons shall not take part in the Board's consideration of the Business Combination and shall not vote on any relevant resolutions of the Board:

(a)        any Director who is, or an associate (as such term is defined in the Listing Rules) of whom, is a director of the target entity that is subject to the Business Combination (the "Target") or of a subsidiary undertaking (as such term is defined in the Listing Rules) of such Target; and

(b)        any Director who has a conflict of interest in relation to the Target or a subsidiary undertaking (as such term is defined in the Listing Rules) of such Target.

67.2.    Where a Director has a conflict of interest in relation to the Target or a subsidiary undertaking of such Target for the purpose of this Article 67, in sufficient time prior to the Company seeking shareholder approval of the Business Combination in accordance with Article 68, the Board shall publish a statement that:

(a)        the proposed transaction is fair and reasonable as far as it concerns the public shareholders (as such term is defined in the Listing Rules) of the Company; and

(b)        the Directors have been so advised by an appropriately qualified and independent adviser.

67.3.    Subject to the foregoing provisions of Article 67, the Company may enter into a Business Combination with a target business that is Affiliated with a Sponsor Entity, a Director or an Officer. In the event the Company seeks to complete a Business Combination with a target that is Affiliated with a Director, the Company, or a committee of independent Directors, will obtain an opinion from an appropriately qualified and independent adviser that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that such a Business Combination is fair and reasonable as far as it concerns the public shareholders (as such term is defined in the Listing Rules) of the Company .

68.       Shareholder Approval

68.1.    The Company must convene a general meeting (the "Business Combination EGM") and obtain the approval of the Business Combination from holders of Class A Shares, by way of Ordinary Resolution, either:

(a)        prior to the entry into of a Business Combination, including any definitive agreement in respect of a Business Combination; or

(b)        if the Business Combination, including any definitive agreement in respect of a Business Combination is expressed to be conditional on such shareholder approval, before the Business Combination, including any definitive agreement in respect of a Business Combination, is completed.

For the purposes of such shareholder approval under this Article 68.1, no founding shareholder, sponsor or director (as each of such terms are defined in the Listing Rules) are eligible to vote for the purposes of the Ordinary Resolution.

68.2.    The Company shall prepare and publish an announcement, shareholder circular (which shall include a redemption exercise notice) and/or a prospectus in which the Company shall include an envisaged timetable and material information concerning the Business Combination (including material information on the target company or business) to enable a proper investment decision to be made by the shareholders at the Business Combination EGM.

68.3.    Two shareholders present in person or by proxy shall form a quorum for the transaction of business at the Business Combination EGM.

68.4.    In addition to the approval provide for in Article 68.1 above, if the Business Combination is structured as a merger, the Company must convene the Business Combination EGM and obtain the approval from Members by way of a Special Resolution (and in such circumstances each founding shareholder, sponsor or director (as each of such terms are defined in the Listing Rules) are eligible to vote for the purposes of the Special Resolution. 

68.5.    At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution (and in addition in the case of a merger, by Special Resolution), the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has sufficient net tangible assets or cash following the redemptions described below to satisfy any applicable condition that may be contained in the agreement relating to such Business Combination (unless such condition is waived).

69.       Redemption Rights

69.1.    Any Member holding Class A Shares may, at least two business days' prior to any vote on a Business Combination, elect to have their Class A Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials, provided that any beneficial holder of Class A Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Class A Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Escrow Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Class A Shares, but only in the event that the applicable proposed Business Combination is approved and consummated.

69.2.    A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

69.3.    In the event that any amendment is made to the Articles:

(a)        that would be contrary to the constitutional requirements for special purpose acquisition companies as such are provided for in Listing Rule 5.6.18A (unless such is permitted pursuant to a derogation by the Financial Conduct Authority);

(b)        to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Class A Shares if the Company does not consummate a Business Combination by the Business Combination Deadline; or

(c)        with respect to any other provision relating to Members' rights or pre-Business Combination activity,

each holder of Class A Shares shall be provided with the opportunity to redeem their Class A Shares upon the approval or effectiveness of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Class A Shares, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law to enable the Company to comply with its obligations on a dissolution and liquidation under Article 70.1.

69.4.    A holder of Class A Shares shall be entitled to receive distributions from the Escrow Account only pursuant to this Article 69 or pursuant to Article 70.1(b). In no other circumstance shall a holder of Class A Shares have any right or interest of any kind in the Escrow Account.

70.       Failure to complete a Business Combination

70.1.    In the event that the Company does not consummate a Business Combination on or before the Business Combination Deadline the Company shall:

(a)        cease operations on the Business Combination Deadline, other than for the purpose of an orderly winding up of the Company;

(b)        as promptly as reasonably possible but not more than ten business days after the date falling on the Business Combination Deadline redeem the Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow  Account, including interest earned on the funds held in the Escrow Account and not previously released to the Company (less taxes payable and up to £100,000 of interest to pay dissolution expenses), divided by the number of then Class A Shares in issue, which redemption will completely extinguish holders of Class A Shares' rights as Members in respect of such Class A Shares (including the right to receive further liquidation distributions, if any); and

(c)        as promptly as is reasonably possible following the redemptions pursuant to Article 70.1(b), 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 other requirements of Applicable Law.

CORPORATE RECORDS

72.       Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)        of all elections and appointments of Officers;

(b)        of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and

(c)        of all resolutions and proceedings of general meetings of the Members, Board meetings, meetings of managers and meetings of committees appointed by the Board.

73.       Register of Mortgages and Charges

73.1.    The Board shall cause to be kept the Register of Mortgages and Charges required by the Act.

73.2.    The Register of Mortgages and Charges shall be open to inspection in accordance with the Act, at the registered office of the Company on every business day in the Cayman Islands, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each such business day be allowed for inspection.

74.       Form and Use of Seal

74.1.    The Company may adopt a seal, which shall bear the name of the Company in legible characters, and which may, at the discretion of the Board, be followed with or preceded by its dual foreign name or translated name (if any), in such form as the Board may determine.  The Board may adopt one or more duplicate seals for use in or outside Cayman and, if the Board thinks fit, a duplicate Seal may bear on its face the name of the country, territory, district or place where it is to be issued.

74.2.    The Seal (if any) shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that behalf and, until otherwise determined by the Board, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Board or the committee of the Board.

74.3.    Notwithstanding the foregoing, the Seal (if any) may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid.

ACCOUNTS

75.       Books of Account

75.1.    The Board shall cause to be kept proper books of account including, where applicable, material underlying documentation including contracts and invoices, and with respect to:-

(a)        all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b)        all sales and purchases of goods by the Company; and

(c)        all assets and liabilities of the Company.

75.2.    Such books of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

75.3.    Such books of account shall be retained for a minimum period of five years from the date on which they are prepared.

75.4.    No Member (not being a Director) shall have any right of inspecting any account or book or document of the Company.

76.       Financial Year End

The financial year end of the Company shall be 31st December in each year but, subject to any direction of the Company in general meeting, the Board may from time to time prescribe some other period to be the financial year, provided that the Board may not without the sanction of an Ordinary Resolution prescribe or allow any financial year longer than eighteen months.

77.       Certain Tax Filings

Each Director and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file such tax forms as are customary to file with any applicable governmental authority 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 or Officer. The Company further ratifies and approves any such filing made by any Director or such other person prior to the date of the Articles.

AUDITS

78.       Audit

Nothing in these Articles shall be construed as making it obligatory to appoint Auditors.

79.       Appointment of Auditors

79.1.    The Company may in general meeting appoint Auditors to hold office for such period as the Members may determine. 

79.2.    Whenever there are no Auditors appointed as aforesaid the Board may appoint Auditors to hold office for such period as the Board may determine or earlier removal from office by the Company in general meeting.

79.3.    The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.

80.       Remuneration of Auditors

80.1.    The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting.

80.2.    The remuneration of an Auditor appointed by the Board in accordance with these Articles shall be fixed by the Board.

81.       Duties of Auditor

The Auditor shall make a report to the Members on the accounts examined by him and on every set of financial statements laid before the Company in general meeting, or circulated to Members, pursuant to this Article during the Auditor's tenure of office.

82.       Access to Records

82.1.    The Auditor shall at all reasonable times have access to the Company's books, accounts and vouchers and shall be entitled to require from the Company's Directors and Officers such information and explanations as the Auditor thinks necessary for the performance of the Auditor's duties and, if the Auditor fails to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of their audit, he shall state that fact in his report to the Members.

82.2.    The Auditor shall be entitled to attend any general meeting at which any financial statements which have been examined or reported on by him are to be laid before the Company and to make any statement or explanation he may desire with respect to the financial statements.

VOLUNTARY WINDING-UP AND DISSOLUTION

83.       Winding-Up

83.1.    The Company may be voluntarily wound-up by a Special Resolution.

83.2.    To the extent that any assets remain after payment of all debts, those assets shall be distributed to the shareholders in the following order: (i) first, as much as possible, the repayment of the nominal value of each Class A Share to the holders of Class A Shares respectively pro rata to their respective shareholdings; (ii) second, as much as possible, an amount per Class A Share to the holders of Class A Shares equal to the share premium amount that was included in the subscription price (excluding nominal value of £0.0001) per Class A Share set on the initial issuance of Class A Shares (prioritising public shareholders (as such term is defined in the Listing Rules) before non-public shareholders); (iii) third, as much as possible, the repayment of the nominal value of each Class B Share to the holders of Class B Shares pro rata to their respective shareholdings; (iv) fourth, as much as possible, an amount per Class B Share equal to the share premium amount that was included in the subscription price (excluding nominal value) per Class B Share set on the initial issuance of the Class B Shares; and (v) finally, the distribution, of any liquidation surplus remaining to the holders of shares pro rata to the number of shares held by each shareholder.

83.3.    If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid.  The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

84.       Changes to Articles

Subject to the Act and to the conditions contained in its memorandum, the Company may, by Special Resolution, alter or add to its Articles.

85.       Changes to the Memorandum of Association

Subject to the Act and these Articles, the Company may from time to time by Special Resolution alter its Memorandum of Association with respect to any objects, powers or other matters specified therein.

86.       Discontinuance

86.1.    The Board may exercise all the powers of the Company to transfer by way of continuation the Company to a named country or jurisdiction outside the Cayman Islands pursuant to the Act.

86.2.    Only the Class B Shares shall carry the right to vote on any resolution of the shareholders to approve any transfer by way of continuation pursuant to this Article (including any Special Resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

86.3.    This Article 86 may only be amended by a Special Resolution passed by at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.