Fulcrum Utility Services : Amended and restated Memorandum and Articles of Association

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

FULCRUM UTILITY SERVICES LIMITED

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

FULCRUM UTILITY SERVICES LIMITED

(Adopted pursuant to a Special Resolution passed on [ ] 2023)

1. The name of the Company is Fulcrum Utility Services Limited.
2. 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.
3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
4. The liability of each Member is limited to the amount unpaid on such Member's shares.
5. The share capital of the Company is [£500,000] divided into [500,000,000] shares of a par value of [£0.001] each.
6. The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
7. Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings given to them in the Articles of Association of the Company.

1.2 In the Articles:

1. words importing the singular number include the plural number and vice versa;
2. words importing the masculine gender include the feminine gender;
3. words importing persons include corporations as well as any other legal or natural person;
4. "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
5. "shall" shall be construed as imperative and "may" shall be construed as permissive;

2

1. references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;
2. any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
3. the term "and/or" is used to mean both "and" as well as "or." The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
4. headings are inserted for reference only and shall be ignored in construing the Articles;
5. any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
6. any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;
7. sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
8. the term "clear days" in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and
9. the term "holder" in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

2 Commencement of Business

1. The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.
2. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

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