JZ Capital Partners : Redline comparison of New Articles against the Company's existing Articles

THE COMPANIES (GUERNSEY) LAW 2008, AS AMENDED

COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

of

JZ CAPITAL PARTNERS LIMITED

Registered this 14th day of April 2008

As adopted by Special Resolutions dated 3 July 2012

and 24 June 2013 and as amended by Special Resolutions dated 26 February 2015, 29 September

2015, 17 June 2016, 16 May 2017, 16 August 2019and ______________ 20192024

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	TABLE OF CONTENTS
1.	DEFINITIONS	3
2.	INTERPRETATION	89
3.	BUSINESS	910
4.	SHARES	910
5.	RIGHTS ATTACHING TO ORDINARY SHARES	1213
6.	RIGHTS ATTACHING TO ZDP SHARES	1316
7.	COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST	1720
8.	POWER TO REQUIRE DISCLOSURE OF BENEFICIAL INTEREST	1720
9.	CERTIFICATES AND REGISTER OF MEMBERS	2023

10. EFFECT OF RESTRICTED PERSONS AND OTHER NON-QUALIFIED HOLDERS ON THE

REGISTER OF MEMBERS AND THE TRANSFER AND TRANSMISSION OF SHARES	2124
11.	LIEN	3134
12.	CALLS ON SHARES	3235
13.	FORFEITURE AND SURRENDER OF SHARES	3235
14.	TRANSFER AND TRANSMISSION OF SHARES	3336
15.	SUSPENSION OF CALCULATION OF NET ASSET VALUE	3840
16.	ALTERATION OF CAPITAL	3841
17.	GENERAL MEETINGS	3942
18.	NOTICE OF GENERAL MEETINGS	4043
19.	PROCEEDINGS AT GENERAL MEETINGS	4043
20.	VOTES OF MEMBERS	4245
21.	NUMBER AND APPOINTMENT OF DIRECTORS	4447
22.	QUALIFICATION AND REMUNERATION OF DIRECTORS	4548
23.	ALTERNATE DIRECTORS	4548
24.	BORROWING POWERS OF THE BOARD	4649
25.	OTHER POWERS AND DUTIES OF THE BOARD	4649
26.	DISQUALIFICATION AND REMOVAL OF DIRECTORS	5052
27.	PROCEEDINGS OF DIRECTORS	5053
28.	ADDITIONAL SERVICES	5154
29.	SECRETARY	5154
30.	THE SEAL	5254
31.	AUTHENTICATION OF DOCUMENTS	5255
32.	DIVIDENDS	5255
33.	RESERVES	5456
34.	ACCOUNTS	5558
35.	AUDITORS	5658
36.	UNTRACEABLE MEMBERS	5659
37.	NOTICES	5760
38.	WINDING UP	5861
39.	INDEMNITY	5861
40.	INSURANCE	5961
41.	INSPECTION OF DOCUMENTS	5962

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THE COMPANIES (GUERNSEY) LAW 2008, AS AMENDED

COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

of

JZ CAPITAL PARTNERS LIMITED

1. DEFINITIONS

In these Articles the following words shall bear the following meanings if not inconsistent with the subject or context:-

Words	Meanings
Articles	These Articles of Incorporation as now framed and
	at any time altered.
at any time	At any time or times and includes for the time being
	and from time to time.
Auditor	The auditor for the time being of the Company.
Benefit Plan Investor	The term "Benefit Plan Investor" shall have the
	meaning contained in Section 3(42) of ERISA, and
	includes (a) an "employee benefit plan" as defined in
	Section 3(3) of ERISA that is subject to Part 4 of
	Title I of ERISA; (b) a "plan" described in Section
	4975(e)(1) of the U.S. Code that is subject to
	Section 4975 of the U.S. Code; and (c) an entity
	whose underlying assets include "plan assets" by
	reason of an employee benefit plan's or a plan's
	investment in such entity. For purposes of the
	foregoing, a "Benefit Plan Investor" does not include
	a governmental plan (as defined in Section 3(32) or
	ERISA), a non-U.S. plan (as defined in Section
	4(b)(4) of ERISA) or a church plan (as defined in
	Section 3(33) of ERISA) that has not elected to be
	subject to ERISA.
Board	The Directors at any time or the Directors present at
	a duly convened meeting at which a quorum is
	present or, as the case may be, the Directors
	assembled as a committee of such Board.
Board-determinedNon-US	Has the meaning defined in Article 14(17).
Shareholder
Business Day	A weekday (other than a Saturday or Sunday) on
	which the majority of banks in London and Guernsey

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	are open for normal banking business.
Capital Reserve	hasHasthe meaning defined in Article 33.
Certifying Shareholder	Has the meaning defined in Article 14(17).
Compliant Offer	Has the meaning defined in Article 20 (1420(14).
Compulsory Redemption	Any compulsory redemption of Ordinary Shares
	undertaken subject to, and in accordance with, the
	provisions of Articles 5(5) to 5(14) inclusive, and
	references to "compulsorily redeem" and
	"compulsorily redeemed" shall be construed
	accordingly.
Compulsory Redemption	Has the meaning defined in Article 5(7).
Announcement
Compulsory Redemption Date	The date on which a Compulsory Redemption of
	Ordinary Shares becomes effective.
Compulsory Redemption Price	The price per Ordinary Share at which Ordinary
	Shares shall be compulsorily redeemed on a
	Compulsory Redemption Date, being a price to be
	determined by the Board that is (a) equal to the
	most recently published (via an announcement
	made by the Company via an RIS) month-end NAV
	per Ordinary Share as at the close of business on
	the date falling on the final day of the month
	immediately prior to a Compulsory Redemption Date
	or, (b) in the absence of which, a price to be
	determined by the Board that is equal to the
	month-end NAV per Ordinary Share as at the close
	of business on such aforementioned date and, in
	either case, adjusted as the Board considers
	appropriate including (without limitation) for any
	costs associated with a Compulsory Redemption.
Compulsory Redemption	The close of business on a Compulsory Redemption
Record Date	Date, or as otherwise set out in a Compulsory
	Redemption Announcement.
Constructive Ownership	The term "Constructive Ownership" shall mean
	ownership of the Share Capital by a Person, whether
	the interest in the Share Capital is held directly or
	indirectly (including by a nominee), and shall include

interests that would be treated as owned through the application of Section 318(a) of the U.S. Code, as modified by Section 958(b) of the U.S. Code.

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	The terms "Constructive Owner," "Constructively
	Owns" and "Constructively Owned" shall have the
	correlative meanings.
CREST Rules	The rules from time to time issued by Euroclear
	governing the admission of securities to and the
	operation of the Relevant System.
Dematerialised Instruction	An instruction sent or received by means of the
	Relevant System.
Director	A Director of the Company for the time being.
Director Resolution	A resolution of the Members in general meeting or in
	writing concerning the appointment or removal of
	one or more Directors
dividend	Includes bonus.
Eligible Transferee	Has the meaning defined in Article 10(1).
equity securities	Has the meaning defined in Article 4(84(10).
ERISA	The United States of America Employee Retirement
	Income Security Act of 1974, as amended.
Euroclear	Euroclear UK & IrelandInternationalLimited,
	formerly CRESTCo Limited, the Operator or such
	other person as may for the time being be approved
	by H.M. Treasury as Operator under the Regulations.
Euroclear Member	An institution which holds interests in Shares on
	behalf of its clients through Euroclear as a member
	of Euroclear.
Executor	Includes an administrator.
Extraordinary Resolution	A resolution of the Members in general meeting
	passed by a majority of not less than three quarters
	of the votes recorded, including, where there is a
	poll, any votes cast by proxy, and as defined as a
	special resolution pursuant to the Law.
Grandfathering Date	Has the meaning defined in Article 10(18).
Group	Any holding company of the Company and any
	subsidiary of such holding company and any
	subsidiary of the Company.
Guernsey Regulations	The	Uncertificated	Securities	(Guernsey)
	Regulations, 2009 (as amended from time to time).

ISIN	An International Securities Identification Number.
Law	The Companies (Guernsey) Law 2008, as amended,
	extended or replaced and any Ordinance, statutory
	instrument or regulation made thereunder.

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Liquidator	Any liquidator of the Company appointed at any
	time under the Law.
London Stock Exchange	The London Stock Exchange plc.
Mandatory Offer	Has the meaning defined in Article 20(14).
Mandatory Offeror	Has the meaning defined in Article 20(14).
Member	In relation to Shares means the person whose name
	is entered in the Register as the holder of the
	Shares and includes any person entitled on the
	death, disability or insolvency of a Member.
Memorandum	The Memorandum of Incorporation of the Company.
month	Calendar month.
NAV	(a) In relation to the Company, the net asset value
	of the Company as a whole on the relevant date
	calculated in accordance with the Company's normal
	accounting policies; and
	(b) in relation to an Ordinary Share, the net asset
	value of the Company as a whole on the relevant
	date calculated in accordance with the Company's
	normal accounting policies divided by the total
	number of Ordinary Shares then in issue.
New Limitation	Has the meaning defined in Article 10(18).
Non-Certifying Shareholder	Has the meaning defined in Article 14(17).
Non-ERISA Plans	Has the meaning defined in Article 10(17).
Non-Qualified Holder	Any person, as determined by the Directors, to
	whom a sale or transfer of Shares, or in relation to
	whom the holding of Shares: (a) would or could be
	in breach of the laws or requirements of any
	jurisdiction or governmental authority or in
	circumstances (whether directly or indirectly
	affecting such person, and whether taken alone or in
	conjunction with other persons, connected or not, or
	any other circumstances appearing to the Directors
	to be relevant); (b) might result in the Company
	incurring a liability to taxation or suffering a
	pecuniary, fiscal, administrative or regulatory
	disadvantage, including, but not limited to, the
	Company being required to register as an
	"investment company" under the U.S. Investment
	Company Act, the Company becoming a "controlled
	foreign corporation" within the meaning of the U.S.
	Code, the Company no longer being a "foreign
	private issuer for the purposes of the US Exchange
	Act, the assets of the Company being deemed to be
	plan assets of a Benefit Plan Investor or the
	Company otherwise not being in compliance with the
	U.S. Investment Company Act, ERISA, the U.S. Code
	or any other provision of U.S. federal or state law.

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Office	The registered office at any time of the Company.
Operator	The authorised operator (as defined in the
	Regulations) of the Relevant System.
Ordinary Shares	The redeemable Ordinary Shares of no par value in
	the Company with the rights and duties as set out in
	Article 5.
Ordinary Shareholder	In relation to Ordinary Shares, the person whose
	name is entered in the Register as the holder of the
	Ordinary Shares and includes any person entitled on
	the death, disability or insolvency of an Ordinary
	Shareholder.
proxy	Includes attorney.
Qualified Purchaser	A qualified purchaser within the meaning of Section
	2(a)(51)(A) and related rules of the U.S. Investment
	Company Act.
Register	The register of Members kept pursuant to the Law.
Regulations	The Uncertificated Securities Regulations 2001 of
	the United Kingdom or the Guernsey Regulations, in
	each	case including any	modification or
	re-enactment thereof and any subordinate
	legislation or rules made under them for the time
	being in force.
Relevant Percentage	The percentage of Ordinary Shares to be
	compulsorily redeemed by the Company on a
	Compulsory Redemption Date.
Relevant System	Any computer based system and its related facilities
	and procedures that is provided by an Operator and
	by means of which title to units of a security can be
	evidenced and transferred in accordance with the
	Regulations, without a written instrument.
Restricted Person	Any Non-Qualified Holder who is, or who is deemed
	to be, or who appears to the Directors to be: (a) a
	U.S. Person that is not a Qualified Purchaser; (b) a
	Benefit Plan Investor; or (c) a citizen or resident of
	the United States or a relative of a citizen or
	resident of the United States, a U.S. partnership, a
	U.S. corporation or a certain type of estate or trust,
	and ownership of any shares or any other equity
	securities of the Company by such person would
	materially increase the risk that the Company could
	be or become a "controlled foreign corporation"
	within the meaning of the U.S. Code. For the
	purpose of this definition, where the Directors
	resolve that they have made reasonable enquiries
	and they are unable to determine whether or not a
	person has an interest in any	particular shares or
	other	securities, the shares	or other securities

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	concerned shall be deemed to be Restricted
	Securities and all persons interested in them to be
	Restricted Persons.
Restricted Security	Any share or other security of the Company in which
	a Restricted Person or other Non-Qualified Holder
	has an interest.
RIS	A regulatory information service.
Seal	Has the meaning defined in Article 30.
Secretary	Includes a temporary or assistant secretary and any
	person appointed by the Board to perform any of
	the duties of secretary of the Company.
Shares	The Ordinary Shares and/or the ZDP Shares, as the
	context may require.
Sponsor	A company, person or firm admitted by Euroclear to
	act as sponsor under the CREST Rules.
Statutes	Every Order in Council, Act or Ordinance and every
	statutory instrument or regulation made under any
	of the foregoing, for the time being in force
	concerning companies registered in Guernsey and
	affecting the Company.
Takeover Code	The City Code on Takeovers and Mergers.
Trust	The term "Trust" shall mean any trust provided for
	in Article 10(18).
Trustee	The Person unaffiliated with the Company that is
	appointed by the Company to serve as trustee of a
	Trust.
Uncertificated	A unit of a Guernsey security, title to which is
	recorded on the relevant register of securities as
	being held in uncertificated form, and title to which
	may be transferred by means of the Relevant
	System; and "Certificated" means a unit of a
	Guernsey security which is not an Uncertificated
	unit.
United Kingdom	The United Kingdom of Great Britain and Northern
	Ireland.
U.S. Code	The United States Internal Revenue Code of 1986,
	as amended.
U.S. Exchange Act	The United States Securities Exchange Act of 1934,
	as amended.
U.S. Holder	Has the meaning assigned to "United States Person"
	in Section 957(c) of the U.S. Code.
U.S. Investment Company Act	The United States Investment Company Act of 1940,
	as amended.

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U.S. Ownership Limit	Has the meaning defined in Article 10 (18).
U.S. Person	Has the meaning given to it in Regulation S under
	the U.S. Securities Act of 1933, as amended.
U.S. Securities Act	The United States Securities Act of 1933, as
	amended.
U.S. Subscriber	Has the meaning defined in Article 10(15).
U.S. Transferee	Has the meaning defined in Article 10(15).
United States	The United States of America, its territories and
	possessions any state of the United States and the
	District of Columbia.
Working Day	A day which is not a Saturday, a Sunday, Christmas
	Day or Good Friday or a day appointed as a public
	holiday by Ordinance of the States of Guernsey.
ZDP Liquidation Resolution	Has the meaning defined in Article 6(10).
ZDP Recommended Resolution	Has the meaning defined in Article 6(11).
ZDP Reconstruction Resolution	Has the meaning defined in Article 6(15).
ZDP Repayment Date	1 October 2022.
ZDP Shares	Zero dividend redeemable preference Shares of no
	par value in the Company issued on or around 22
	June 2009 and exchanged on or around 1 October
	2015 with the rights and duties set out in Article 6.

2. INTERPRETATION

1. The singular includes the plural and vice versa.
2. The masculine includes the feminine.
3. Words importing persons include corporations.
4. Expressions referring to writing include any mode of representing or reproducing words (but only to the extent that (a) the Directors so resolve, either generally or in relation to particular categories of document, and (b) (the recipient (if not the Company) has requested or agreed) including electronic communication.
5. References to enactments shall include references to any modifications or re-enactments thereof for the time being in force.
6. The word "may" shall be construed as permissive and the word "shall" shall be construed as imperative.
7. Subject to the above, any words defined in the Statutes shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
8. The headings are inserted for convenience only and shall not affect the interpretation of these Articles.
9. The expression "officer" shall include a Director, manager and the Secretary, but shall not include an auditor.

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1. 1. Any words or expressions defined in the Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.
   2. The expressions "communication" and "electronic communication" shall have the same respective meanings as in the Electronic Communications Act 2000, the latter including, without limitation, e-mail,facsimile, CD-Rom,audio tape and telephone transmission and (in the case of electronic communication by the Company in accordance with Article 37(4)) publication on a web site.
   3. The expression "address" shall include, in relation to electronic communication, any number or address used for the purposes of such communication.
2. BUSINESS
   Any branch or kind of business which by the Memorandum or by these Articles is either expressly or impliedly authorised to be undertaken may be undertaken or suspended at any time by the Board whether commenced or not.
3. SHARES

(1)

(2)

(3)

(4)

(5)

Subject to any special rights conferred by the Articles on the holders of any class of Shares and to the other provisions of the Articles, the Company shall have power to issue an unlimited number of Ordinary Shares of no par value each and an unlimited number of ZDP Shares of no par value each.

Subject to the provisions of the Law, any preference Shares may, with the sanction either of the Board or an ordinary resolution, be issued on terms that they are or at the option of the Company or the holder are liable to be redeemed on such terms and in such manner as the Company before the issue may by ordinary resolution determine and subject to and in default of such determination as the Board may determine.

Subject to the provisions of the Law, the Ordinary Shares may, with the sanction of the Board, be issued on such terms that they are, or at the option of the Company are, liable to be redeemed on such terms and in such manner as the Board may determine.

The Ordinary Shares shall be redeemable at the option of the Board who, subject to the provisions of Articles 5(5) to 5(14) inclusive, may determine the terms, conditions, and manner of redemption of any such Ordinary Shares.

1. The Company may from time to time, subject to the provisions of the Statutes and any special rights conferred by the Articles on the holders of any class of Shares, and in accordance with guidelines from time to time established by the Board, purchase its own Shares (including any redeemable preferenceShares) in any manner authorised by the Statutes and make payment in respect of such purchase out of its distributable profits, the proceeds of a fresh issue of Shares or otherwise.

1. (4) If at any time the Share capital of the Company is divided into Shares of different classes, all or any of the rights for the time being attached to any Share or class of Shares (and notwithstanding that the Company may or may be about to be in liquidation) may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters of the total number of the issued Shares of the relevant class or with the sanction of an Extraordinary Resolution passed at a separate general meeting of the holders of Shares of the class duly convened and held as provided in these Articles, but so that (a) the necessary quorum at such meeting (other than an adjourned

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