Common use of Appointment and Removal of Directors Clause in Contracts

Appointment and Removal of Directors. (a) Subject to Applicable Law, the Company may by Ordinary Resolution elect any natural person, willing and permitted under Applicable Law to act as a Director, to be a Director either to fill a vacancy or as an addition to the existing Board. The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. Class I Directors shall initially serve until the first annual general meeting following the time that the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until the second annual general meeting following the Classification Effective Time; and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Time. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. (b) Except as otherwise expressly required by Applicable Law, and subject to the special rights of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only by the affirmative vote of a majority of the Directors then in office, even though less than a quorum, or by a sole remaining Director, and shall not be filled by the shareholders. Any Director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term of the class to which the Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until his or her death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under this Constitution in the case of the death, removal or resignation of any Director. Subject to any provision to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution of the Company at a general meeting or in accordance with the Act or for Cause (as defined in below), at any time before the expiration of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). “Cause” for removal of a Director shall be deemed to exist only if the Director, as determined by the Board:

Appointment and Removal of Directors. (a) Subject to Applicable Law, the Company may by Ordinary Resolution elect any natural person, willing and permitted under Applicable Law to act as a Director, to be a Director either to fill a vacancy or as an addition to the existing Board. 22.1 The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. Class I Directors shall initially serve until the first annual general meeting following the time that the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until the second annual general meeting following the Classification Effective Time; and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Time. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. (b) Except as otherwise expressly required by Applicable Law, and subject to the special rights of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only at least two (2) and not more than six (6) or such numbers in excess thereof as the Company by Resolution may from time to time determine and, subject to the Companies Acts and these Bye-Laws, the Directors shall be elected or appointed by the affirmative vote Company by Resolution and shall serve for such term as the Company by Resolution may determine, or in the absence of a majority such determination, until the termination of the next annual general meeting following their appointment. All Directors, upon election or appointment (except upon re-election at an annual general meeting), must provide written acceptance of their appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within thirty (30) days of their appointment. Bye-laws of Platinum Underwriters Holdings Ltd. 18 of 33 22.2 In the event that there shall be, at any time and whether through lapse of term, death, resignation, retirement or otherwise, no Directors then in office, even though less than the Shareholders entitled to vote at a quorumgeneral meeting where Directors would be elected or appointed may unanimously give notice to the Secretary appointing one or more Directors to serve until the termination of the next annual general meeting. If no such appointment is made within seven (7) days of the cessation of the active service of the last remaining Director on the Board, the Secretary shall forthwith call a general meeting for the purpose solely of electing or appointing a Director or Directors, to serve for such term as the Company by Resolution may determine, or by a sole remaining Directorin the absence of such determination, and shall not be filled by until the shareholdersnext annual general meeting following their appointment. Any Director appointed pursuant to this Bye-Law shall provide written acceptance of their appointment by notice in accordance with writing to the preceding sentence shall hold office for a term that shall coincide with Registered Office within thirty (30) days of their appointment. 22.3 The Company may by Resolution increase the remaining term maximum number of the class to which the Director shall have been appointed and until such Director’s successor shall have been elected and qualified Directors. Any one or until his or her death, resignation, disqualification, retirement or removal. A vacancy more vacancies in the Board not filled by the Shareholders at any general meeting of the Shareholders shall be deemed to exist under this Constitution in casual vacancies for the case purposes of the death, removal or resignation of any Directorthese Bye-Laws. Subject to any provision Without prejudice to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution power of the Company at by Resolution in pursuance of any of the provisions of these Bye-Laws to appoint any person to be a general meeting or Director, the Board, so long as a quorum of Directors remains in accordance with the Act or for Cause (as defined in below)office, shall have power at any time and from time to time to appoint any person to be a Director so as to fill a casual vacancy. 22.4 The Company may in a special general meeting called for that purpose remove a Director, provided notice of any such meeting shall be served upon the Director concerned not less than fourteen (14) days before the expiration of his or her period of office, notwithstanding anything in this Constitution or in any agreement between meeting and he shall be entitled to be heard at that meeting. Any vacancy created by the Company and such Director (but without prejudice to any claim for damages under any such agreement). “Cause” for removal of a Director shall at a special general meeting may be deemed to exist only if filled at the Directormeeting by the election of another Director in his place or, as determined in the absence of any such election, by the Board:.

Appointment and Removal of Directors. (a) Subject to Applicable Law, the Company may by Ordinary Resolution elect any natural person, willing and permitted under Applicable Law to act as a Director, to be a Director either to fill a vacancy or as an addition to the existing Board. The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. Class I Directors shall initially serve until the first annual general meeting following the time that the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until the second annual general meeting following the Classification Effective Time; and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Time. At each succeeding annual general meeting of the Company, 14.1 All Directors shall be elected for by a full term majority vote of three outstanding Ordinary Shares and Series A Preference Shares (3voting together and not as separate classes), provided that: (a) years Jinglong Group Co. Ltd. shall be entitled to succeed nominate and elect two (2) Directors to the Directors of Board, to remove any Director occupying such position and to fill any vacancy caused by the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Articleresignation, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified death or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term renewal of any incumbent DirectorDirector occupying such position. (b) Except as otherwise expressly required by Applicable Law, Improve Forever Investment Ltd. shall be entitled to nominate and subject elect one (1) Directors to the special rights Board, to remove any Director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any Director occupying such position. (c) Express Power Investment Ltd. shall be entitled to nominate and elect one (1) Director to the Board, to remove any Director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any Director occupying such position. 14.2 Any vacancy on the Board occurring because of the death, resignation or removal of a Director elected by the holders of any class or series of shares shall be filled by the vote or written consent of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only by the affirmative vote of a majority of the shares of such class or series of shares; provided, that the Directors then in office, even though less than a quorum, or by a sole remaining Director, and shall not be filled by the shareholders. Any Director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term of the class to which the Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until his or her death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under this Constitution in the case of the death, removal or resignation of any Director. Subject to any provision to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution of the Company at a general meeting or in accordance with the Act or for Cause (as defined in below), power at any time and from time to time to appoint any person to be a Director in order to fill a casual vacancy on the Board. 14.3 A Director who is present at a meeting of the Board at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Secretary of the meeting before the expiration adjournment thereof or shall forward such dissent by registered mail to such person immediately after the adjournment of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice meeting. Such right to any claim for damages under any such agreement). “Cause” for removal of dissent shall not apply to a Director shall be deemed to exist only if the Director, as determined by the Board:who voted in favor of such action.

Appointment and Removal of Directors. (a) Subject to Applicable Law, the Company may by Ordinary Resolution elect any natural person, willing and permitted under Applicable Law to act as a Director, to be a Director either to fill a vacancy or as an addition to the existing Board. The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively, with as nearly equal a number of Directors in each group as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the BoardDirectors. Director nominees shall be elected by an Ordinary Resolution in accordance with the Articles at each annual general meeting of the Company to fill the seats of those Directors whose terms expire at such annual general meeting and the persons to stand for election at each annual general meeting of the Company shall be nominated by the Directors, after consultation with the Nominating and Corporate Governance Committee (if such committee is established).At the 2018 annual general meeting of Members, the term of office of the Class I Directors shall initially serve until expire and Class I Directors shall be elected for a full term of three (3) years. At the first 2019 annual general meeting following of Members, the time that term of office of the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until expire and Class II Directors shall be elected for a full term of three (3) years. At the second 2020 annual general meeting following of Members, the Classification Effective Time; term of office of the Class III Directors shall expire and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Timebe elected for a full term of three (3) years. At each succeeding annual general meeting of the CompanyMembers, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. (b) Except as otherwise expressly required by Applicable Law, and subject to the special rights of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only by the affirmative vote of a majority of the Directors then in office, even though less than a quorum, or by a sole remaining Director, and shall not be filled by the shareholders. Any Director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term of the class to which the Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until his or her death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under this Constitution in the case of the death, removal or resignation of any Director. Subject to any provision to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution of the Company at a general meeting or in accordance with the Act or for Cause (as defined in below), at any time before the expiration of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). “Cause” for removal of a Director shall be deemed to exist only if the Director, as determined by the Board:

Appointment and Removal of Directors. 2.3.1 Any appointment or removal of: (a) Subject to Applicable Law, the Company may a Qualifying Shareholder Director shall be made by Ordinary Resolution elect any natural person, willing and permitted under Applicable Law to act as a Director, to be a Director either to fill a vacancy or as an addition such Qualifying Shareholder giving written notice to the existing Board. The Directors Company; and (b) a Super Qualifying Shareholder Director shall be divided into three made by such Super Qualifying Shareholder, individually or jointly with other Shareholders (3) classes designated as Class Iapplicable), Class II and Class III, respectively. Directors shall be assigned giving written notice to each class in accordance with a resolution or resolutions adopted by the Board. Class I Directors shall initially serve until the first annual general meeting following the time that the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until the second annual general meeting following the Classification Effective Time; and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Time. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term and the appointment or removal of three (3) years such Qualifying Shareholder Director or Super Qualifying Shareholder Director shall, to succeed the Directors extent permitted by applicable Law, take effect immediately upon receipt of the class whose terms expire notice by the Company or such later date specified in the notice by the Qualifying Shareholder in respect of the Qualifying Shareholder Director or Super Qualifying Shareholder in respect of the Super Qualifying Shareholder Director. 2.3.2 If at any time a Shareholder, together with its Affiliates (where relevant), ceases to hold such annual general meeting. Notwithstanding number of Shares which would qualify it as a Qualifying Shareholder or Super Qualifying Shareholder (as the foregoing provisions case may be) and, accordingly, no longer entitles it to appoint: (a) any Directors to the Board, it shall immediately procure the resignation of this Article, each any Director(s) appointed by it to the Board; or (b) a number of Directors to the Board (the "New Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in Appointment Entitlement") which is less than the number of Directors constituting it was previously entitled to appoint to the Board of Directors shall shorten (the term "Old Director Appointment 2.3.3 Any Shareholder who removes a Director and, if applicable, a director of any incumbent Director. (b) Except as otherwise expressly required by Applicable LawGroup Company, and subject to the special rights of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only by the affirmative vote of a majority of the Directors then in office, even though less than a quorum, or by a sole remaining Director, and shall not be filled by the shareholders. Any Director appointed in accordance with the preceding sentence terms of this Agreement, shall indemnify and keep indemnified the other Shareholder(s) and any Group Company on demand against all losses, liabilities and costs which such person may incur arising out of, or in connection with, any claim by such person for wrongful or unfair dismissal, redundancy or otherwise arising out of such person's ceasing to hold office for office. 2.3.4 Any Director (other than a term that shall coincide with the remaining term Qualifying Shareholder Director or a Super Qualifying Shareholder Director) may be appointed or removed from their position by a decision of the class to which the Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until his or her death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under this Constitution in the case of the death, removal or resignation of any Director. Subject to any provision to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution of the Company at a general meeting or in accordance with the Act or for Cause (as defined in below), at any time before the expiration of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). “Cause” for removal of a Director shall be deemed to exist only if the Director, as determined by the Board:clause 7.2.

Appointment and Removal of Directors. (a) Subject to Applicable Law, the Company may by Ordinary Resolution elect any natural person, willing and permitted under Applicable Law to act as a Director, to be a Director either to fill a vacancy or as an addition to the existing Board34.1. The directors shall be elected annually at a General Meeting as aforesaid and shall remain in office until the next Annual Meeting at which time they shall retire, unless their office is vacated previously as stipulated in the Articles, provided however that the External Directors shall be divided into three (3) classes designated appointed, and shall remain in office, as Class Iprescribed in the Law. 34.2. The elected directors shall assume office on the day of their election. 34.3. A retiring director may be reelected. Pending the convening of an Annual Meeting at which the directors are to retire from office, Class II and Class III, respectively. Directors all directors shall be assigned to each class remain in accordance with a resolution or resolutions adopted by the Board. Class I Directors shall initially serve office until the first annual general meeting following convening of the time that Annual Meeting of the Company is first listed on an Exchange (except in case of prior vacation of a director’s office according to the “Classification Effective Time”); Class II Directors Articles. 34.4. If no directors are elected at the Annual Meeting, all the retiring directors shall initially serve until the second annual general meeting following the Classification Effective Time; and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Time. At each succeeding annual general meeting remain in office pending their replacement by a General Meeting of the Company. 34.5. Except with regard to a director whose tenure of office expires upon the convening of a General Meeting or a person recommended by the Board to serve as director, Directors no motions for appointment of a candidate as a director shall be elected for made unless a full term of three (3) years to succeed the Directors notice in writing signed by a shareholder of the class whose terms expire Company (other than the candidate himself) who is entitled to participate in and vote at such annual general the meeting, stating the intent of the said shareholder to propose a candidate for election to the office of director, together with a document in writing by the candidate expressing his consent to be so elected, shall have been received at the office of the Company within a period of not less than 48 hours and not more than 42 days before the appointed date of the General Meeting. 34.6. Notwithstanding The General Meeting may, by way of a resolution, remove a director from office before the foregoing expiry of his tenure, and appoint another person to serve as director of the Company in his place, and also appoint a number of directors in the event of the number of directors having decreased below the minimum established by the General Meeting. 34.7. The provisions of this ArticleArticle 34 shall not apply to External Directors, each Director whose appointment and removal shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. (b) Except as otherwise expressly required by Applicable Law, and subject be pursuant to the special rights relevant provisions of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only by the affirmative vote of a majority of the Directors then in office, even though less than a quorum, or by a sole remaining Director, and shall not be filled by the shareholders. Any Director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term of the class to which the Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until his or her death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under this Constitution in the case of the death, removal or resignation of any Director. Subject to any provision to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution of the Company at a general meeting or in accordance with the Act or for Cause (as defined in below), at any time before the expiration of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). “Cause” for removal of a Director shall be deemed to exist only if the Director, as determined by the Board:Law.

Appointment and Removal of Directors. (a) Subject to Applicable Law, The Executive Committee shall be comprised of seven individuals (the Company may by Ordinary Resolution elect any natural person, willing and permitted under Applicable Law to act as a Director, to be a Director either to fill a vacancy or as an addition to the existing Board"Directors"). The Directors shall be divided into selected in the manner set forth in this Section 4.4. GFC shall have the right to designate three Directors (3the "GFC Directors") classes designated as Class Iand the Management Group shall have the right to designate four Directors (the "Management Directors"), Class II and Class IIIincluding the Chair man. A Director must be an officer, respectivelyemployee, director (or equivalent) or other representative of the Member designating such Director. Directors The individuals whose names are set forth on Schedule 4.4 hereto shall constitute the initial Directors. The size of the Executive Committee shall not be assigned to each class in accordance with a resolution or resolutions adopted changed, except (i) by the Board. Class I Directors shall initially serve until the first annual general meeting following the time that the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until the second annual general meeting following the Classification Effective Time; and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Time. At each succeeding annual general meeting affirmative vote of all of the CompanyMembers or (ii) as contemplated by Section 4.4(d), Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified 4.13 or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director7.1(d). (b) Except as Any Director may resign at any time by giving written notice of his resignation to the Executive Committee. A resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise expressly required specified therein, the acceptance of a resignation shall not be necessary to make it effective. Any Director may be removed at any time with or without cause by Applicable Lawthe person who designated his or her initial selection to the Executive Committee. (c) Any Director who dies, becomes incapacitated, resigns or is removed from office shall be replaced, by notice to the Executive Committee: (i) in the case of a GFC Director, by a person designated by GFC, and subject to the special rights of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase (ii) in the number case of Directors a Management Director, by a person designated by the Management Group. (d) Upon the resignation or withdrawal of a Member, each Director appointed by such Member shall be filled only deemed to have resigned at the same time. The Executive Committee positions vacated by the affirmative vote of a majority of the Directors then in office, even though less than a quorum, or by a sole remaining Director, and such resignation shall not be filled and the number of positions in the Executive Committee shall thereafter be reduced by such number of vacated positions. (e) Except as otherwise may be determined by the shareholders. Any Director appointed in accordance with Executive Committee, no payment of expenses incurred by the preceding sentence Directors incident to the performance of their duties and responsibilities as such under this Agreement shall hold office for a term that be paid by or charged to the Company. (f) Directors shall coincide with also have the remaining term right to attend (but not to vote at) meetings of the class to which the Director shall have been appointed board of directors or executive committee (or persons performing similar functions) of Gruntal & Co., L.L.C. and until such Director’s successor shall have been elected and qualified or until his or her death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under this Constitution in the case of the death, removal or resignation of any Director. Subject to any provision to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution other Subsidiar ies of the Company at as a general meeting or in accordance with the Act or for Cause (as defined in below), Member may request at any time before and to receive, upon the expiration request of his or her period a Member, agendas, minutes and all other materials distributed to participants of officesuch meetings. Upon the request of GFC at any time, notwithstanding anything in this Constitution or in any agreement between the Company shall cause the business and affairs of Gruntal & Co., L.L.C. to be managed by and under the direction of an executive committee, and shall appoint one GFC Director to such Director (but without prejudice executive committee. The Company shall exercise its Voting Control with respect to any claim for damages its Subsidiaries so as to facilitate the exercise of the rights under any such agreement). “Cause” for removal of a Director shall be deemed to exist only if the Director, as determined this Section 4.4(f) by the Board:its Members or Directors.

Appointment and Removal of Directors. 23.1 Each Director shall (unless his office is vacated in accordance with these Bye-Laws) serve initially until the conclusion of the Annual General Meeting of the Company held in the calendar year 20 [ ] and subsequently shall (unless his office is vacated in accordance with these Bye-Laws) serve for one-year terms, each concluding at the Annual General Meeting after each Director was last appointed or re-appointed. 23.2 Any Director retiring at an Annual General Meeting will be eligible for re-appointment and will retain office until the close of the meeting at which he retires or (if earlier) until a Resolution is passed at that meeting not to fill the vacancy or the resolution to re-appoint him is put to a vote at the meeting and is lost. 23.3 If the Company, at the meeting at which a Director (of any class) retires by rotation or otherwise, does not fill the vacancy, the retiring Director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the Director is put to the meeting and lost. 23.4 Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the Board may be made at any Annual General Meeting or special meeting of Shareholders called for the purpose of electing directors: 23.4.1 by or at the direction of the Board; or 23.4.2 by any Shareholder of the Company (i) who is a shareholder of record on the date of the giving of the notice provided for in Bye-Law 18 hereof and on the record date for the determination of shareholders entitled to notice of and to vote at such Annual General Meeting or special meeting and (ii) who complies with the notice procedures set forth in this Bye-Law 23. 23.5 In addition to any other applicable requirements, for a nomination to be made by a Shareholder, such Shareholder must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a Shareholder’s notice to the Secretary must be delivered to or be mailed and received at the Registered Office of the Company (a) Subject in the case of an Annual General Meeting, not less than ninety (90) days nor more than one-hundred twenty (120) days prior to Applicable Lawthe anniversary date of the immediately preceding Annual General Meeting; provided, however, that in the event that the Annual General Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the Shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual General Meeting was mailed or such public disclosure of the date of the Annual General Meeting was made, whichever first occurs; and (b) in the case of a special meeting of Shareholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual General Meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above. 23.6 To be in proper written form, a Shareholder’s notice to the Secretary must set forth the following information: (a) as to each person whom the Shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of the Company which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Company owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of the Company held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of the Company and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of the Company) has been made by or on behalf of such person, or any affiliates or associates of such person, the Company may by Ordinary Resolution elect effect or intent of any natural of the foregoing being to mitigate loss to, or to manage risk or benefit of share price changes for, such person, willing and permitted under Applicable Law or any affiliates or associates of such person, or to act as a Directorincrease or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to be a Director either to fill a vacancy or as an addition to the existing Board. The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. Class I Directors shall initially serve until the first annual general meeting following the time that the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until the second annual general meeting following the Classification Effective Time; and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Time. At each succeeding annual general meeting shares of the Company, Directors shall be (iv) such person’s written representation and agreement that such person (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected for as a full term of three (3) years to succeed the Directors director of the Company, will act or vote on any issue or question, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company that has not been disclosed to the Company in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a director of the Company, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and share ownership and trading policies and guidelines of the Company and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act; and (b) as to the Shareholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the Shareholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class whose terms expire at or series and number of all shares of the Company which are owned beneficially or of record by such annual general meeting. Notwithstanding person and any affiliates or associates of such person, (B) the foregoing provisions name of this Articleeach nominee holder of shares of the Company owned beneficially but not of record by such person or any affiliates or associates of such person, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting shares of the Board Company held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of Directors shall shorten such person, or any affiliates or associates of such person, with respect to shares of the term Company and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of the Company) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any incumbent Directorof the foregoing being to mitigate loss to, or to manage risk or benefit of share price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of the Company; (iii) a description of (A) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (B) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Company or their ownership of capital stock of the Company, and (C) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the Shareholder giving notice intends to appear in person or by proxy at the Annual General Meeting or special meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. 23.7 A Shareholder providing notice of any nomination proposed to be made at an Annual General Meeting or special meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Bye-Law 23 shall be true and correct as of the record date for determining the shareholders entitled to receive notice of the Annual General Meeting or special meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the Registered Office of the Company not later than five (b5) business days after the record date for determining the Shareholders entitled to receive notice of such Annual General Meeting or special meeting. 23.8 No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in this Bye-Law 23. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. 23.9 Except as otherwise expressly required authorised by Applicable Lawthe Companies Acts, and subject the appointment of any person proposed as a Director shall be effected by a separate Resolution. 23.10 All Directors, upon election or appointment, except upon re-election or re-appointment at an Annual General Meeting, must provide written acceptance of their appointment, in such form as the Board may think fit, by notice in writing to the special rights Registered Office within thirty (30) days of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the their appointment. 23.11 The number of Directors shall be not less than three (3) and not more than fifteen (15) or such number in excess thereof as the Board by resolution may from time to time determine. Any one or more vacancies in the Board not filled only by at any general meeting shall be deemed casual vacancies for the affirmative vote purposes of a majority these Bye-Laws. Without prejudice to the power of the Company by Resolution in pursuance of any of the provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors then remains in office, even though less than shall have power at any time and from time to time, to appoint any individual to be a quorum, or by Director so as to fill a sole remaining Director, casual vacancy. A Director so appointed shall hold office only until the next following Annual General Meeting and shall not be filled taken into account in determining the Directors who are to retire by rotation at the shareholdersmeeting. Any Director appointed If not reappointed at such Annual General Meeting, he shall vacate office at the conclusion thereof. Directors may be removed from office in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term Section 93 of the class to which the Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until his or her death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under this Constitution in the case of the death, removal or resignation of any Director. Subject to any provision to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution of the Company at a general meeting or in accordance with the Companies Act or for Cause 1981 (as defined in below), at any time before the expiration amended) of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). “Cause” for removal of a Director shall be deemed to exist only if the Director, as determined by the Board:Bermuda.

Appointment and Removal of Directors. (a) Subject to Applicable Law, the Company may by Ordinary Resolution elect any natural person, willing and permitted under Applicable Law to act as a Director, to be a Director either to fill a vacancy or as an addition to the existing Board. 31.1 The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the BoardBoard of Directors. At the 2017 annual general meeting of Members, the term of office of the Class I Directors shall initially serve until expire and Class I Directors shall be elected for a full term of three (3) years. At the first 2018 annual general meeting following of Members, the time that term of office of the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until expire and Class II Directors shall be elected for a full term of three (3) years. At the second 2019 annual general meeting following of Members, the Classification Effective Time; term of office of the Class III Directors shall expire and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Timebe elected for a full term of three (3) years. At each succeeding annual general meeting of the CompanyMembers, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. (b) Except as otherwise expressly required 31.2 Any and all vacancies in the board of Directors, however occurring, including, without limitation, by Applicable Law, and subject to reason of an increase in the special rights size of the holders board of one or more series of preferred shares to elect Directors, any vacancies on or the Board resulting from death, resignation, disqualificationdisqualification or removal of a Director, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even though if less than a quorum, or by a sole remaining Directorquorum of the board of Directors, and shall not be filled by the shareholdersMembers. Any Director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining remainder of the full term of the class to of Directors in which the Director shall have been appointed new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until his or her death, earlier resignation, disqualification, retirement death or removal. A When the number of Directors is increased or decreased, the board of Directors shall, subject to Article 31.1 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board board of Directors, the remaining Directors, except as otherwise provided by law, shall be deemed to exist under this Constitution in exercise the case powers of the death, removal or resignation full board of any Director. Subject to any provision to Directors until the contrary in this Constitution, a Director may be removed by an Ordinary Resolution of the Company at a general meeting or in accordance with the Act or for Cause (as defined in below), at any time before the expiration of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). “Cause” for removal of a Director shall be deemed to exist only if the Director, as determined by the Board:vacancy is filled.

Appointment and Removal of Directors. (a) Subject to Applicable LawSave as otherwise agreed by Members in accordance with clause 7.4(F), the Company may by Ordinary Resolution elect any natural personwill have 5 Directors, willing who will be appointed in accordance with this clause 8.1. Among such Directors a Chair and permitted under Applicable Law to act as a Director, Deputy Chair will be appointed. Upon the Chair ceasing to be a Director either to fill a vacancy at the expiry of his or as an addition to her term the existing Board. The Directors then current Deputy Chair shall be divided into three (3) classes designated automatically re-appointed as Class I, Class II a Director and Class III, respectively. Directors shall be assigned to each class in accordance with appointed as Chair for a resolution or resolutions adopted by period expiring on the Board. Class I Directors shall initially serve until date of the first annual general meeting following the time that the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until the second annual general meeting following the Classification Effective Time; and Class III Directors shall initially serve until the third annual general meeting following the Classification Effective Time. At each succeeding annual general meeting of the CompanyCompany falling in the third calendar year after the calendar year of his or her appointment. Save as determined by the Board in accordance with this clause 8.1, the elections shall occur at the annual general meeting of the Company in any calendar year. Before any annual general meeting of the Company where new Directors (including a Deputy Chair) are to be appointed, any Member which is in compliance with its undertakings in clause 3 may inform the Board and the Secretariat that it wishes to propose a nominee for one of the relevant Board positions. Each Member will only be entitled to propose one nominee at any one time, though a Member may propose the same nominee for the position of Deputy Chair and for the position of Non-Elevated Director. Each nominee proposed must be an officer or employee of the Member nominating them (or of a company directly or indirectly owned by that Member) and have the appropriate level of expertise and standing. Any Member that wishes to propose a nominee must inform the Board and the Secretariat at least three months prior to the relevant annual general meeting of the Company and must provide such information about its nominee as the Board and the Secretariat may request. Based on these proposals, the Secretariat will prepare the list of candidates for the positions vacant and submit it to the Board for review prior to sending it to all Members at least three weeks before the relevant annual general meeting. The process for determining the new Directors shall be as follows: (i) first a vote will be held to elect the Deputy Chair from those persons nominated for such position (with the nominee receiving the highest number of votes becoming the Deputy Chair and if that nominee is also nominated for one of the Non-Elevated Director positions that nominee shall not be included in the pool of nominees for the Non-Elevated Director positions); and (ii) then, a vote will then be held to elect the Non-Elevated Directors (with the positions being filled in the order of the nominees receiving the highest number of votes). Each Member may cast one vote in respect of the vote to determine the Deputy Chair and one vote in respect of the vote to determine each vacancy for the position of Non-Elevated Director. In the event that two or more nominees (the “Tied Nominees”) receive the same number of votes (being the highest number of votes) in an election for the position of Deputy Chair and/or Non-Elevated Director, as applicable, then a second vote will be held. The second vote will be between the Tied Nominees and each Member may cast one vote in respect of the second vote. Should there be a further tie following the second vote, the process will be repeated until there is no longer a tie and the nominee with the highest number of votes shall be elected for a full term of three (3) years to succeed the Directors relevant position. Following the selection of the class whose terms expire at individuals pursuant to the above process, each Member shall vote in favour of the Members’ resolution to appoint such individuals as new Directors. Directors will be appointed by a Members’ resolution for a period expiring on the date of the annual general meetingmeeting of the Company falling in the third calendar year after the calendar year of his or her appointment. Notwithstanding Save as otherwise agreed by Members in accordance with clause 7.4(E) or clause 7.4(F) and save for the foregoing provisions Deputy Chair (who will automatically be re-appointed as Chair as aforesaid), on expiry of this Article, each the period for which a Director has been appointed; (A) that Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent cease to be a Director.; and (bB) Except as otherwise expressly required by Applicable Law, and subject to the special rights of the holders of one or more series of preferred shares to Members shall elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only by the affirmative vote of a majority of the Directors then in office, even though less than a quorum, or by a sole remaining Director, and shall not be filled by the shareholders. Any replacement Director appointed for that Director in accordance with the preceding sentence shall hold office process set out above. A Member whose representative occupies the position of (i) Chair, may propose that same individual for a term that shall coincide with the remaining term position of the class to which the Non-Elevated Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until when his or her deathterm expires and elections are next held; or (ii) Non-Elevated Director, resignationmay propose that same individual for the position of Deputy Chair and/or the position of Non-Elevated Director when his or her term expires and elections are next held. Where a Director ceases to be an officer or employee of the Member by whom he was nominated (or of a company directly or indirectly owned by that Member) or is unable to continue as a Director for other reasons, disqualificationsuch Director shall resign. If a Director refuses to resign in the foregoing circumstances, retirement the Members will agree to remove such Director at the earliest general meeting. The Member whose representative has left the Board due to the foregoing reasons (“the Appointer Member”) shall nominate an individual who is an officer or removal. A vacancy in employee of the Member nominating them (or of a company directly or indirectly owned by that Member) and has an appropriate level of expertise and standing as a direct replacement for the Director who has resigned or been removed and the Board shall be deemed to exist under this Constitution in then appoint that individual as a Director for the case remainder of the deathperiod for which the departing representative was appointed. Where the Appointer Member is unable to nominate a replacement, removal the Board may offer another Member the opportunity to nominate a replacement Director or resignation may choose to operate with a reduced number of any DirectorDirectors until the next election process. Subject to any provision Any replacement Director appointed pursuant to the contrary in this Constitution, nomination of a Member other than the Appointer Member shall be an acting Non-Elevated Director may (as opposed to a direct replacement for the director who has resigned or been removed) and again such appointment shall be removed by an Ordinary Resolution for the remainder of the Company at period for which the departing representative was appointed. The result of this is that: (A) Where the resignation or removal of the Chair leads to such an appointment, the Deputy Chair will become the acting Chair and the Board will appoint one of the elected Non-Elevated Directors as acting Deputy Chair until the next election process. At the next election process, the acting Chair will become the Chair for a general meeting or three-year period and a Deputy Chair will be elected in accordance with the Act process set out above. (B) Where the resignation or for Cause (as defined in below), at any time before the expiration of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). “Cause” for removal of the Deputy Chair leads to such an appointment, the Board will appoint one of the current Non-Elevated Directors as acting Deputy Chair until the next election process. At the next election process, a Director shall new Deputy Chair will be deemed to exist only if elected in accordance with the Director, as determined by the Board:process set out above.

Appointment and Removal of Directors. (a) 24.1 Subject to Applicable Lawthe requirements of Article 25, the Company may by Ordinary Resolution elect of Members appoint any natural person, willing and permitted under Applicable Law to act as a Director, person to be a Director either provided that the appointment does not cause the number of Directors to fill a vacancy exceed any number fixed by or in accordance with the Articles as an addition to the existing Board. maximum number of Directors. 24.2 The Directors shall be divided into three (3) classes designated as classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, respectively. the existing Directors shall be assigned to each class in accordance with a by resolution of Directors classify themselves as Class I, Class II or resolutions adopted by the BoardClass III Directors. The Class I Directors shall initially serve until stand elected for a term expiring at the Company’s first annual general meeting following meeting, the time that the Company is first listed on an Exchange (the “Classification Effective Time”); Class II Directors shall initially serve until stand elected for a term expiring at the Company’s second annual general meeting following and the Classification Effective Time; and Class III Directors shall initially serve until stand elected for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting following thereafter, Directors elected to succeed those Directors whose terms expire shall be elected by Resolution of Members for a term of office to expire at the Classification Effective Time. At each third succeeding annual general meeting after their election. 24.3 Except as the Statute or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the election of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for Cause, may be filled by the vote of a majority of the Companyremaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All such Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his termtheir respective terms of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been duly elected and qualified qualified. 24.4 The Company may by Resolution of Members or until his earlier death, resignation or removal. No decrease in the number a resolution of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. (b) Except as otherwise expressly required passed by Applicable Law, and subject to the special rights of the holders of one or more series of preferred shares to elect Directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of Directors shall be filled only by the affirmative vote of a majority all of the Directors then in office, even though less other than a quorum, or by a sole remaining Director, and shall not be filled by the shareholders. Any Director appointed in accordance with who is the preceding sentence shall hold office for a term that shall coincide with the remaining term subject of the class to which resolution concerning removal of a Director) remove any Director only with Cause. For the Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until his or her death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under purposes of this Constitution in the case of the death, removal or resignation of any Director. Subject to any provision to the contrary in this Constitution, a Director may be removed by an Ordinary Resolution of the Company at a general meeting or in accordance with the Act or for Cause (as defined in below), at any time before the expiration of his or her period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). Article 24 “Cause” for shall mean removal of a Director shall be deemed to exist only if the Director, as determined by the Boardbecause of: