Articles Of Association Sample Contracts

HL Acquisitions Corp. – Transferable on the Books of the Company in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. The Company Will Be Forced to Liquidate if It Is Unable to Complete an Initial Business Combination Within the Time Period Set Forth in the Company's Amended and Restated Memorandum and Articles of Association (As the Same May Be Amended From Time to Time), All as More Fully Described in the Company's Final Prospectus Dated ____, 2018. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Facsimil (June 15th, 2018)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Vodafone Group Plc – Gerard Kleisterlee Chairman 23 January 2018 STRICTLY PRIVATE & CONFIDENTIDAL Mr Michel Demare Hurdnerwaldlistrasse 69 8808 Pfaffikon SZ Switzerland Dear Michel, NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY Further to Our Discussions, This Letter Is to Confirm the Terms of Your Appointment as a Non-Executive Director of Vodafone Group Public Limited Company (The Company). 1 Role Your Obligations and Responsibilities as a Non- Executive Director Are to the Company And, Like All Directors, You Should Act at All Times in the Best Interests of the Company, Exercising Your Inde (June 8th, 2018)
Sanofi – This Text Is a Free Translation From the French Language and Is Supplied Solely for Information Purposes. Only the Original Version in the French Language Has Legal Force. SANOFI Limited Liability Company (Societe Anonyme a Conseil Dadministration) Registered Capital : 2,497,916,734 Registered Office : 54, Rue La Boetie 75008 Paris Registration Number : PARIS 395 030 844 ARTICLES OF ASSOCIATION (June 8th, 2018)
MeiraGTx Holdings plc – The Companies Law (As Amended) Company Limited by Shares Amended and Restated Articles of Association of Meiragtx Holdings Plc (Adopted by Special Resolution Dated _____________ 2018) Ref: Cm/Sp/M6113-151627 (June 4th, 2018)

The Regulations contained or incorporated in Table A in the First Schedule of the Companies Law shall not apply to MeiraGTx Holdings plc (the Company) and the following Articles shall comprise the Articles of Association of the Company.

MeiraGTx Holdings plc – The Companies Law (As Amended) Company Limited by Shares Articles of Association of Meiragtx Holdings Plc Ref: Cm/Sp/M6113-151627 (May 29th, 2018)

The Regulations contained or incorporated in Table A in the First Schedule of the Companies Law shall not apply to MeiraGTx Holdings plc (the Company) and the following Articles shall comprise the Articles of Association of the Company.

Porto Holdco B.V. – This Is a Translation Into English of the Official Dutch Version of a Deed of Amendment to the Articles of Association of a Public Limited Liability Company Under Dutch Law. In the Event of a Conflict Between the English and Dutch Texts, the Dutch Text Shall Prevail. DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION OF PLAYA HOTELS & RESORTS N.V. (May 11th, 2018)

On this, the tenth day of May two thousand and eighteen, appeared before me, Paul Cornelis Simon van der Bijl, civil law notary at Amsterdam:

CF Corp – The Companies Law (2018 Revision) of the Cayman Islands Company Limited by Shares Amended and Restated Memorandum and Articles of Association of Fgl Holdings (Adopted by Special Resolution Dated 9 May 2018) the Companies Law (2018 Revision) of the Cayman Islands Company Limited by Shares Amended and Restated Memorandum of Association of Fgl Holdings (Adopted by Special Resolution Dated 9 May 2018) (May 11th, 2018)

The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

Page ARTICLE I THE MERGER Section 1.1 the Merger 2 Section 1.2 the Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Articles of Association 3 Section 1.6 Board of Directors; Officers 3 Section 1.7 Operations 3 ARTICLE II EFFECT OF THE MERGER ON SHARE CAPITAL; EXCHANGE OF CERTIFICATES Section 2.1 Effect on Securities 3 Section 2.2 Company Equity Awards 5 Section 2.3 Payment Procedures 7 Section 2.4 Withholding Tax 12 Section 2.5 Lost Certificates 13 Section 2.6 Transfers; No Further Ownership Rights 13 Section 2.7 Further Action 13 ARTICLE III REPRESENTATIO (May 9th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 7, 2018, is made by and among International Flavors & Fragrances Inc., a New York corporation (Parent), Icon Newco Ltd., a company organized under the laws of the State of Israel and a wholly owned Subsidiary of Parent (Merger Sub), and Frutarom Industries Ltd., a company organized under the laws of the State of Israel (the Company). Defined terms used in this Agreement have the respective meanings ascribed to them herein.

Vantage Driller ROCO S.R.L. – TRUE COPY of the Deed of Amendment of the Articles of Association of Vantage Drilling Netherlands B.V. With Registered Seat at Amsterdam, the Netherlands, Executed on 15 January 2016 Before J.L.F.J. Verasdonck, Civil Law Notary at Amsterdam, the Netherlands. (Including Complete Text of the Articles of Association / English Translation) (May 9th, 2018)

In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern.

China SXT Pharmaceuticals, Inc. – FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.001 EACH OF CHINA SXT PHARMACEUTICALS, INC. Transferable in Accordance With the Articles of Association of the Company, as Amended. Capitalized Terms Not Otherwise Defined Shall Have the Meanings Assigned to Them in the Company's Amended and Restated Memorandum and Articles of Association. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Seal of the Company and the Facsimile Signatures of Its Duly Authorized Officers. (April 20th, 2018)

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Amended and Restated Memorandum and Articles of Association of the Company and all amendments thereto and resolutions of the Board of Directors providing for the issue of Ordinary Shares (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

Sohu.com Ltd – THIS IS TO CERTIFY THAT Is the Registered Holder of Ordinary Shares in the Above-Named Company Subject to the Memorandum and Articles of Association Thereof. EXECUTED on Behalf of the Said Company on the Day of 2018 By: DIRECTOR ___________________________________ (April 2nd, 2018)
Bilibili Inc. – Bilibili Inc. Certificate Number Number of Shares INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES LAW (AS AMENDED OR REVISED FROM TIME TO TIME) THE AUTHORISED CAPITAL OF THE COMPANY IS USD 1,000,000.00 DIVIDED INTO (I) 100,000,000 CLASS Y ORDINARY SHARES OF PAR VALUE USD 0.0001 EACH, (Ii) 9,800,000,000 CLASS Z ORDINARY SHARES OF PAR VALUE USD 0.0001 EACH, AND (Iii) 100,000,000 SHARES OF PAR VALUE USD 0.0001 EACH THIS IS TO CERTIFY THAT OF IS THE REGISTED HOLDER OF Fully Paid CLASS Z ORDINARY Share(s) of USD 0.0001 Each IN THE COMPANY Bilibili Inc. (The "Company") Transferable on the Boo (March 16th, 2018)
Leo Holdings Corp. – FULLY PAID AND NON-ASSESSABLE CLASS a ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF LEO HOLDINGS CORP. Transferable on the Books of the Company in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. The Company Will Be Forced to Liquidate if It Is Unable to Complete a Business Combination Within the Period of Time as Set Forth in the Companys Amended and Restated Memorandum and Articles of Association, as the Same May Be Amended From Time to Time, All as More Fully Described in the Companys Final Prospectus Dated , 2018 This Certificate Is Not Vali (February 1st, 2018)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Iron Horse Acquisition Corp. – FULLY PAID AND NON-ASSESSABLE CLASS a ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF IRON HORSE ACQUISITION CORP. Transferable on the Books of the Company in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. The Company Will Be Forced to Liquidate if It Is Unable to Complete a Business Combination Within the Period of Time as Set Forth in the Companys Amended and Restated Memorandum and Articles of Association, as the Same May Be Amended From Time to Time, All as More Fully Described in the Companys Final Prospectus Dated , 2018 This Certificate I (January 12th, 2018)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Platinum Eagle Acquisition Corp. – This Letter (This "Letter Agreement") Is Being Delivered to You in Accordance With the Underwriting Agreement (The "Underwriting Agreement") Entered Into by and Among Platinum Eagle Acquisition Corp., a Cayman Islands Exempted Company (The "Company"), and Deutsche Bank Securities Inc. And Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives (The "Representatives") of the Several Underwriters (The "Underwriters"), Relating to an Underwritten Initial Public Offering (The "Public Offering") of 34,500,000 of the Company's Units (Including Up to 4,500,000 Units That May Be Purchase (January 9th, 2018)
Gates Industrial Corp plc – The COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of Gates Industrial Corporation Plc Company Number: 10980824 as at [*] 2018 (January 8th, 2018)
Platinum Eagle Acquisition Corp. – This Letter (This "Letter Agreement") Is Being Delivered to You in Accordance With the Underwriting Agreement (The "Underwriting Agreement") Entered Into by and Among Platinum Eagle Acquisition Corp., a Cayman Islands Exempted Company (The "Company"), and Deutsche Bank Securities Inc. And Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives (The "Representatives") of the Several Underwriters (The "Underwriters"), Relating to an Underwritten Initial Public Offering (The "Public Offering") of 34,500,000 of the Company's Units (Including Up to 4,500,000 Units That May Be Purchase (January 5th, 2018)
Foamix Ltd. – Articles of Association of Foamix Pharmaceuticls Ltd. (December 19th, 2017)
Regalwood Global Energy Ltd. – The COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF REGALWOOD GLOBAL ENERGY LTD. (ADOPTED BY SPECIAL RESOLUTION DATED 4 DECEMBER 2017) 190 Elgin Avenue, George Town Grand Cayman KY1-9001, Cayman Islands T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com (December 11th, 2017)

The Regulations contained or incorporated in Table A in the First Schedule of the Companies Law shall not apply to Regalwood Global Energy Ltd. (the Company) and the following Articles shall comprise the Articles of Association of the Company.

BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co – ESTRE AMBIENTAL, INC. Number Number and Class of Shares Incorporated Under the Laws of the Cayman Islands Share Capital Is US$[amount] Divided Into [Amount] Ordinary Shares of a Par Value of US$0.0001 Each and [Amount] Class B Shares of a Par Value of US$0.0001 Each THIS IS TO CERTIFY THAT [Name of Shareholder] Is the Registered Holder of [Number and Class] Shares in the Above-Named Company Subject to the Amended and Restated Memorandum and Articles of Association Thereof. EXECUTED on Behalf of the Said Company on [ ] 201[ ]: (December 4th, 2017)
Delphi Technologies PLC – COMPANIES (JERSEY) LAW 1991 MEMORANDUM AND ARTICLES OF ASSOCIATION OF DELPHI TECHNOLOGIES PLC a Par Value Public Limited Company Company Number: 123729 Adopted by Special Resolution on 12 November 2017 (December 1st, 2017)
Alcobra Ltd. – Articles of Association of Arcturus Therapeutics Ltd. A Company Limited by Shares Under the Companies Law, 5759-1999 (November 30th, 2017)

Chapter 1 General 1 Chapter 2 Shares and Share Capital 2 Chapter 3 General Meetings 5 Chapter 4 The Board of Directors 7 Chapter 5 Committees of the Board of Directors 10 Chapter 6 General Manager 11 Chapter 7 Exemption, Insurance, and Indemnification 11 Chapter 8 Internal Auditor 12 Chapter 9 Auditing Accountant 13 Chapter 10 Signing in the Company's Name 13 Chapter 11 Dividend and Benefit Shares 13 Chapter 12 Accounts 13 Chapter 13 Notifications 13

Atlas Financial Holdings Inc. – CERTIFICATE OF REGISTERED OFFICE Atlas Financial Holdings, Inc. Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman, KYl-1111 We, Codtin Trust Company (Cayman) Limited, Registered Office of Atlas Financial Holdings, Inc. (The "Company") DO HEREBY CERTIFY the Following Is an Extract of Special Resolutions by the Shareholders of the Company on 29"^ May, 2014 and That Such Resolutions Have Not Been Modified. THEREFORE, IT WAS RESOLVED AS a SPECIAL RESOLUTION THAT Article 124 of the Company's Articles of Association Be and Is Herebyamended by Its Deletion in Its Entirety and the Substitution (November 30th, 2017)
Regalwood Global Energy Ltd. – FULLY PAID AND NON-ASSESSABLE CLASS a ORDINARY SHARES OF THE PAR VALUE OF $0.00013333334 EACH OF REGALWOOD GLOBAL ENERGY LTD. Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. The Corporation Will Be Forced to Liquidate if It Is Unable to Complete a Business Combination Within the Period of Time as Set Forth in the Corporations Memorandum and Articles of Association, as the Same May Be Amended From Time to Time, All as More Fully Described in the Corporations Final Prospectus Dated , 2017 This Certificate (November 16th, 2017)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Sentinel Energy Services Inc. – The Companies Law (As Amended) Company Limited by Shares Amended and Restated Memorandum and Articles of Association of Sentinel Energy Services Inc. (Adopted by Special Resolution Dated November 2, 2017) the Companies Law (As Amended) Company Limited by Shares Amended and Restated Memorandum and Articles of Association of Sentinel Energy Services Inc. (Adopted by Special Resolution Dated November 2, 2017) (November 7th, 2017)
Sentinel Energy Services Inc. – The COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES Amended and Restated Memorandum and Articles OF Association of Sentinel Energy Services Inc. (October 30th, 2017)

2.The registered office of the Company will be situated at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.

CBD Energy Ltd – Articles of Association (October 27th, 2017)

1. PRELIMINARY 2 2. LIMITED COMPANY 9 3. DIVIDENDS 10 4. VOTING 10 5. VARIATION OF CLASS RIGHTS 11 6. VOLUNTARY CONVERSION 12 7. AUTOMATIC CONVERSION 13 8. REDEMPTION RIGHTS OF A PREFERENCE SHARES 13 9. LIQUIDATION EVENTS AND SHARE SALES 15 10. ALLOTMENT OF RELEVANT SECURITIES 17 11. TRANSFER OF SHARES 20 12. PERMITTED TRANSFERS 21 13. PRE-EMPTION ON SHARE TRANSFERS 23 14. COMPULSORY TRANSFERS 28 15. CO-SALE RIGHTS 35 16. DRAG RIGHTS 37 17. PRIMACY OF CO-SALE AND DRAG RIGHTS 39 18. DIRECTORS' CONFLICTS OF INTEREST 40 19. ALTERNATE DIRECTORS 41 20. SPECIAL DIRECTORS 42 21. REMOVAL OF DIRECTORS 43 22. INDEMNITY 44

Sentinel Energy Services Inc. – The COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES Amended and Restated Memorandum and Articles OF Association of Sentinel Energy Services Inc. (October 26th, 2017)

2.The registered office of the Company will be situated at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.

Nightstar Therapeutics Ltd – NIGHTSTAR THERAPEUTICS PLC ARTICLES OF ASSOCIATION Adopted by Special Resolution On (October 18th, 2017)

No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company.

Agm Group Holding, Inc. – Written Resolutions of the Sole Director of the Company Passed Pursuant to the Articles of Association of the Company Transfer of Shares (October 12th, 2017)

NOTED THAT the following transfer of shares in the capital of the Company was proposed and submitted to the board of the Company.

Sentinel Energy Services Inc. – The COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES Amended and Restated Memorandum and Articles OF Association of Sentinel Energy Services Inc. (September 22nd, 2017)

2.The registered office of the Company will be situated at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.

Sentinel Energy Services Inc. – Companies Law (As Amended) Company Limited by Shares Articles of Association of Sentinel Energy Services Inc. (September 22nd, 2017)

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Companies Law shall not apply to Sentinel Energy Services Inc. (the "Company") and the following Articles shall comprise the Articles of Association of the Company.

RYB Education, Inc. – RYB Education, Inc. -Class a Ordinary Shares (Incorporated Under the Laws of the Cayman Islands) Number Shares Share Capital Is US$1,000,000 Divided Into (I) 980,000,000 Class a Ordinary Shares of a Par Value of US$0.001 Each, (Ii) 10,000,000 Class B Ordinary Shares of a Par Value of US$0.001 Each and (Iii) 10,000,000 Shares of a Par Value of US$0.001 Each THIS IS TO CERTIFY THAT Is the Registered Holder of Shares in the Above-Named Company Subject to the Memorandum and Articles of Association Thereof. EXECUTED for and on Behalf of the Company on By: DIRECTOR OGOES 740 AJI Rights Reserved LITH (September 13th, 2017)
BEST Inc. – BEST Inc. Class a Ordinary Shares (Incorporated Under the Laws of the Cayman Islands) Number Xx Shares Xx Share Capital Is US$20,000,000 Divided Into 2,000,000,000 Shares Comprising of (I) 1,858,134,053 Class a Ordinary Shares of a Par Value of US$0.01 Each, (Ii) 94,075,249 Class B Ordinary Shares of a Par Value of US$0.01 Each, (Iii) 47,790,698 Class C Ordinary Shares of a Par Value of US$0.01 Each, THIS IS TO CERTIFY THAT -----------------------Xxxx ------------------------------------------------------------Is the Registered Holder of -------------------Xxxxx---------------------------Share (September 6th, 2017)
Celyad S.A. – COORDINATED ARTICLES OF ASSOCIATION of the Public Limited Company Making or Having Made a Public Offering of Securities, Celyad, With Head Office at 2 Rue Edouard Belin, 1435 Mont-Saint-Guibert, Company Number 0891.118.115 After Modification of the Articles of Association Dated 23 August 2017. (August 31st, 2017)

Company established by virtue of a deed passed by the notary Gerard Indekeu, residing in Brussels, on the twenty-fourth of July, two thousand and seven, and published in summary form in the Annexes of the following issue of the Belgian Official Gazette (Moniteur Belge) on 6 August 2017 under the number 0117087.