Wejo Group (WEJOF) Risk Analysis
Risk Overview Q1, 2023
Source: the company's latest filing for the period ended Mar 31, 2023, filed May 22, 2023
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Our failure to regain compliance with NASDAQ Listing Rules 5450(a)(1) or 5450(b)(2)(A), or otherwise meet the other continued listing requirements of NASDAQ, in each case could result in a delisting of our securities or we may have to consider applying to transfer to The NASDAQ Capital Market.
On January 18, 2023, the Company received a notice from the Listing Qualifications Staff (the "Staff") of the NASDAQ notifying the Company that, based upon the closing bid price of the Company's common shares, for the prior 30 consecutive business days, the Company no longer met the requirement to maintain a minimum bid price of $1.00 per share, as set forth in NASDAQ Listing Rule 5450(a)(1). In accordance with NASDAQ Listing Rules 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until July 17, 2023, in which to regain compliance with the minimum bid price requirement. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's common shares must be at least $1.00 per share for a minimum of ten consecutive business days during this 180-day period. If the Company does not regain compliance within this 180-day period, the Company may be eligible for an additional 180 calendar day compliance period provided that it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period such as by effecting a reverse stock split, if necessary. If the Company fails to regain compliance prior to the expiration of the compliance period, including any extension thereof, the Staff will provide written notice to the Company that its securities are subject to delisting. The Company intends to actively monitor the closing bid price for its common shares and will consider available options to resolve the deficiency and regain compliance with NASDAQ Listing Rule 5450(a)(1). On May 18, 2023, the Company received written notice from the Staff of NASDAQ notifying the Company that for the preceding 30 consecutive business days, the Company's common shares did not maintain a minimum Market Value of Listed Securities ("MVLS"), of $50,000,000 ("Minimum MVLS") as required by NASDAQ Listing Rule 5450(b)(2)(A). The notice has no immediate effect on the listing or trading of the Company's common shares or public warrants, and those securities will continue to trade on The NASDAQ Global Market under the symbol "WEJO" and "WEJOW" at this time. In accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Company has a grace period of 180 calendar days, or until November 14, 2023, to regain compliance with NASDAQ Listing Rule 5450(b)(2)(A). Compliance can be achieved automatically and without further action if the MVLS of the Company's stock closes at or above $50,000,000 for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case NASDAQ will notify the Company of its compliance and the matter will be closed. If, however, the Company does not achieve compliance with the Minimum MVLS by November 14, 2023, the Company will receive written notification that its securities are subject to delisting. Alternatively, the Company may consider applying to transfer to The NASDAQ Capital Market. The Company is currently considering available options to resolve this listing deficiency and to regain compliance. However, there can be no assurance that the Company will be able to regain compliance with The NASDAQ Global Market listing requirements. If we fail to regain compliance with NASDAQ Listing Rules 5450(a)(1) or 5450(b)(2)(A) or we fail to satisfy any other continued listing requirements of NASDAQ, such as the corporate governance requirements, NASDAQ may take steps to delist our securities or we may have to consider applying to transfer to The NASDAQ Capital Market. Such a delisting or listing transfer would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the NASDAQ minimum share price requirement or prevent future non-compliance with NASDAQ's listing requirements. Additionally, if our securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
- Debt & Financing - Risk 2We, as well as our independent registered public accounting firm, have expressed substantial doubt about our ability to continue as a going concern. In the event we are unable to raise sufficient financing to maintain operations, we may be forced into bankruptcy or to cease operations.
Our independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements for the years ended December 31, 2022 and 2021 with respect to substantial doubt over our ability to continue as a going concern. As the Company makes investments to increase the markets and customers it serves, we expect our operating losses to increase until the Company reaches the necessary scale to generate cash profits from operations. During the periods ended March 31, 2023 and December 31, 2022, the Company incurred a loss from operations of $28.3 million and $119.9 million, respectively, and used $12.3 million and $85.5 million of cash in operating activities, respectively. As of March 31, 2023, the Company had cash of $0.8 million, an accumulated deficit of $560.2 million, and the Company's current liabilities exceeded its current assets by $66.4 million. Subsequent to March 31, 2023, the Company's current liabilities have continued to increase as it continues to operate and reflecting the current liquidity constraints. Despite increasing revenue levels as the Company scales, the operating losses are expected to continue as the Company makes investments to develop new products until the Company reaches the necessary scale to generate net cash inflow from operations. Accordingly, the Company has historically relied on private equity and debt to fund operations. There can be no assurance that the Company will be able to (i) obtain additional financing on terms acceptable to us, on a timely basis or at all, (ii) successfully implement necessary expense reduction measures, or (iii) grow our revenues. As described in detail in Note 1 to the accompanying unaudited condensed consolidated financial statements and in Item 2, Management Discussion and Analysis of this Quarterly Report on Form 10-Q, we have spent significant effort in 2022 and early 2023 identifying and optimizing alternative capital pathways to fund operations in both the short term and longer term. In addition, the Company entered into the TKB Business Combination Agreement and is pursuing a potential PIPE financing transaction because it anticipates those transactions would provide the Company with the capital required through to monthly cash flow breakeven, which is expected to occur by mid-2024, assuming immediate funding can be obtained and revenue and expense reduction targets are met. As part of this long-term capital strategy, the Company has been contacting strategic and other investors to fund a PIPE financing transaction in connection with the TKB Business Combination or otherwise from which it hopes to raise in the range of $50 to $75 million. Between the closing of the TKB Business Combination and a PIPE, the Company hopes to raise at least $100 million net of transaction costs on the closing of those transactions, if they occur. The Company is also in discussions with strategic and financial investors to issue up to $30 million of Pre-PIPE Convertible Notes, $7.0 million of which the Company is in the final stages with respect to an initial closing, to ensure that the Company has sufficient cash to continue its operations through to the consummation of these transactions. Because the TKB Business Combination is subject to various closing and other conditions, there can be no guarantee that the transaction will close. The Company does not anticipate that the parties can close the TKB Business Combination by the TKB Consummation Deadline. As such, TKB must receive approval from its shareholders for an additional extension of such deadline, the pursuit of which and approval for are both outside of the control of the Company. No legally binding agreements are yet in place for a PIPE financing transaction or any amount of the Pre-PIPE Convertible Notes to continue the Company's operations through to the closing of those transaction, and therefore there can be no assurances that any of such transactions will close. The Company's cash flow forecasts indicate that the business can now only continue to operate for a very short period of time, which at the time of filing is expected to be no more than a few days, without raising new financing. Certain of the Company's financing plans are outside the Company's control and may not materialize. During this period, the Company's Board continues to be mindful of its fiduciary duties in the zone of insolvency and has sought the advice of insolvency experts in the key jurisdictions in which it operates to ensure it remains compliant with those obligations and any applicable regulations. If the Company has exhausted all options and no longer has a reasonable expectation of obtaining sufficient new funding before it defaults under one or more of its Secured Notes Facilities and it no longer retains the support of such creditors, then a filing for bankruptcy or administration would occur. In the event we are unable to raise sufficient capital, our common stock may have no value and investors may lose their entire investment. Based on the foregoing, management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year from the issuance date of the Company's unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty.
- Corporate Activity and Growth - Risk 3The consummation of the TKB Business Combination is contingent upon the satisfaction of a number of conditions, including certain conditions that are outside of our control. As a result, one or more conditions to closing of the TKB Business Combination may not be satisfied and the TKB Business Combination may not be completed.
The consummation of the TKB Business Combination is subject to risks and uncertainties, including, but not limited to, the risks that the conditions to the TKB Business Combination are not satisfied, or if possible, waived, including, among others, (i) approval of the transaction by TKB's shareholders and Wejo's shareholders, (ii) approval of an extension of the time to consummate the transaction by TKB's shareholders (which was approved on January 27, 2023 through to the June 29, 2023 TKB Consummation Deadline), (iii) absence of any adverse law or order promulgated, entered, enforced, enacted or issued by any governmental entity, that prohibits the consummation of the TKB Business Combination or the other transactions contemplated by the TKB Business Combination Agreement, (iv) the newly issued Holdco common shares and warrants of Wejo and TKB assumed by Holdco under the TKB Business Combination Agreement being approved for listing on NASDAQ, subject to official notice of issuance, (v) the Registration Statement on Form S-4 necessary to consummate the TKB Business Combination having become effective, (vi) absence of any pending action by any governmental entity that challenges or seeks to enjoin the TKB Business Combination or the other transactions contemplated by the TKB Business Combination Agreement, (vii) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of the parties contained in the TKB Business Combination Agreement and the compliance by each party with the covenants contained therein, (viii) TKB's sponsor ("TKB Sponsor") having delivered to Wejo a counterpart of a registration rights agreement duly executed by the TKB Sponsor, the TKB Sponsor's members and its or their transferees and the two individuals designated in writing by the Sponsor Director Nominees, (ix) Holdco having delivered to the TKB Sponsor a counterpart of the Registration Rights Agreement duly executed by Holdco; (x) no material adverse effect on Wejo or TKB, (xi) there being, at the closing of the TKB Business Combination Agreement, available cash on hand at Wejo or available cash to be borrowed pursuant to binding contractual commitments from third parties, in such amounts that, together with (A) the net proceeds of amounts in the TKB trust account (net of redemptions and transaction expenses), (B) any irrevocable and binding financing commitments entered into pursuant to the TKB Business Combination Agreement, and (C) any non-binding financing commitments or other sources of income that in the reasonable determination of Wejo or TKB, as applicable, are reasonably expected to be available following the closing, it will be sufficient to fund ordinary course working capital and other general corporate purposes of Wejo in accordance with its mid-term business plan, (xii) Wejo having complied in all material respects with its obligations under the TKB Business Combination Agreement with respect to the issues specifically identified therein, and (xiii) the closing of the transaction having occurred by August 31, 2023. The Company does not anticipate that the parties can close the TKB Business Combination by the TKB Consummation Deadline. As such, TKB must receive approval from its shareholders of an additional extension of such deadline. This condition to the closing the TKB Business Combination and certain others discussed above are beyond the control of the Company. The Company cannot predict whether and when these other conditions will be satisfied. The Company cannot provide any assurance that the TKB Business Combination will be completed or that there will not be a delay in the completion of the TKB Business Combination. If the TKB Business Combination is not completed as a result of failure by the parties to satisfy any conditions precedent, the Company's business may each be materially and adversely affected.
Risk Highlights Q1, 2023
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 60
- Share Price & Shareholder Rights - Risk 1ChangedOur failure to regain compliance with NASDAQ Listing Rules 5450(a)(1) or 5450(b)(2)(A), or otherwise meet the other continued listing requirements of NASDAQ, in each case could result in a delisting of our securities or we may have to consider applying to transfer to The NASDAQ Capital Market.
On January 18, 2023, the Company received a notice from the Listing Qualifications Staff (the "Staff") of the NASDAQ notifying the Company that, based upon the closing bid price of the Company's common shares, for the prior 30 consecutive business days, the Company no longer met the requirement to maintain a minimum bid price of $1.00 per share, as set forth in NASDAQ Listing Rule 5450(a)(1). In accordance with NASDAQ Listing Rules 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until July 17, 2023, in which to regain compliance with the minimum bid price requirement. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's common shares must be at least $1.00 per share for a minimum of ten consecutive business days during this 180-day period. If the Company does not regain compliance within this 180-day period, the Company may be eligible for an additional 180 calendar day compliance period provided that it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period such as by effecting a reverse stock split, if necessary. If the Company fails to regain compliance prior to the expiration of the compliance period, including any extension thereof, the Staff will provide written notice to the Company that its securities are subject to delisting. The Company intends to actively monitor the closing bid price for its common shares and will consider available options to resolve the deficiency and regain compliance with NASDAQ Listing Rule 5450(a)(1). On May 18, 2023, the Company received written notice from the Staff of NASDAQ notifying the Company that for the preceding 30 consecutive business days, the Company's common shares did not maintain a minimum Market Value of Listed Securities ("MVLS"), of $50,000,000 ("Minimum MVLS") as required by NASDAQ Listing Rule 5450(b)(2)(A). The notice has no immediate effect on the listing or trading of the Company's common shares or public warrants, and those securities will continue to trade on The NASDAQ Global Market under the symbol "WEJO" and "WEJOW" at this time. In accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Company has a grace period of 180 calendar days, or until November 14, 2023, to regain compliance with NASDAQ Listing Rule 5450(b)(2)(A). Compliance can be achieved automatically and without further action if the MVLS of the Company's stock closes at or above $50,000,000 for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case NASDAQ will notify the Company of its compliance and the matter will be closed. If, however, the Company does not achieve compliance with the Minimum MVLS by November 14, 2023, the Company will receive written notification that its securities are subject to delisting. Alternatively, the Company may consider applying to transfer to The NASDAQ Capital Market. The Company is currently considering available options to resolve this listing deficiency and to regain compliance. However, there can be no assurance that the Company will be able to regain compliance with The NASDAQ Global Market listing requirements. If we fail to regain compliance with NASDAQ Listing Rules 5450(a)(1) or 5450(b)(2)(A) or we fail to satisfy any other continued listing requirements of NASDAQ, such as the corporate governance requirements, NASDAQ may take steps to delist our securities or we may have to consider applying to transfer to The NASDAQ Capital Market. Such a delisting or listing transfer would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the NASDAQ minimum share price requirement or prevent future non-compliance with NASDAQ's listing requirements. Additionally, if our securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
- Share Price & Shareholder Rights - Risk 2We are an "emerging growth company" ("EGC"), and the reduced disclosure requirements applicable to EGCs may make our common shares less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act. For so long as we remain an EGC, we are permitted by SEC rules to (and plan to) rely on exemptions and relief from certain reporting requirements that are applicable to other SEC-registered public companies that are not EGCs. These exemptions and relief include (i) not being required to comply with the auditor attestation requirements of Section 404 of SOX, (ii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board ("PCAOB") regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements, (iii) reduced disclosure obligations regarding executive compensation, and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, the information we provide shareholders will be different than the information that is available with respect to other public companies that are not EGCs. In this Annual Report on Form 10-K, we have not included, and do not plan to incorporate by reference, all of the executive compensation-related information that would be required if we were not an EGC. In addition, the JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we are not subject to the same new or revised accounting standards as other public companies that are not EGCs. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We may remain an EGC until the fiscal year-end following the fifth anniversary of the completion of the business combination among Virtuoso Acquisition Corp. ("Virtuoso") and Wejo Limited (the "Virtuoso Business Combination") (see Note 3 to the accompanying audited consolidated financial statements), though we may cease to be an EGC earlier under certain circumstances, including (1) if our gross revenue exceeds $1.07 billion in any fiscal year, (2) if we become a large accelerated filer, with at least $700.0 million of equity securities held by non-affiliates, or (3) if we issue more than $1.0 billion in non-convertible notes in any three-year period. We cannot predict whether investors will find our common shares less attractive if we rely on these exemptions and relief. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our stock price may decline and/or be more volatile.
- Share Price & Shareholder Rights - Risk 3During the pre-closing period, we are prohibited from entering into certain transactions that might otherwise be beneficial to us or our shareholders.
Until the earlier of the consummation of the closing of the TKB Business Combination with TKB or termination of the TKB Business Combination Agreement, we are subject to certain limitations on the operations of our business. The limitations on our conduct of our business during this period could have the effect of delaying or preventing certain capital financing and other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.
- Share Price & Shareholder Rights - Risk 4Sale of a substantial number of our common shares in the public market could adversely affect the market price of the Company.
The market price of the Company's common shares could decline as a result of substantial sales of our common shares, a large number of our common shares becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. The Company entered into various financing transactions during 2022, which have and will continue to result in the sale of a substantial number of our common shares and warrants, including the CFPI Stock Purchase Agreement, the July 2022 PIPE, the GM Securities Purchase Agreement, and the ATM Agreement. On the closing of the TKB Business Combination Agreement, Holdco is expected to issue a substantial number of common shares in exchange for the TKB common shares and the Wejo common shares. In addition, a conversion of the SCN could result in the issuance of a significant number of common shares. The sale or other issuance of a significant number of our common shares in the public market, or the perception that such sales could occur, could reduce the market price of our common shares.
- Share Price & Shareholder Rights - Risk 5The grant and future exercise of registration rights may adversely affect the market price of our common shares.
Pursuant to the registration rights agreements the Company has entered into in connection with the Virtuoso and TKB Business Combinations and other issuances of equity and equity-linked debt securities, the holders of the Company's securities party to such registration rights agreements can each demand that the Company register their registrable securities under certain circumstances and certain of such holders also have piggy-back registration rights for these securities in connection with certain registrations of securities that the Company undertakes. The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common shares.
- Share Price & Shareholder Rights - Risk 6The market price of our common shares may be volatile, which could cause the value of your investment to decline.
The market price of our common shares may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common shares regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to shareholders, additions or departures of key management personnel, failure to meet analysts' earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of our common shares could decrease significantly. In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.
- Share Price & Shareholder Rights - Risk 7The Company Bye-laws, as well as Bermuda law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common shares.
The Company's Bye-laws, as well as Bermuda law, contain provisions that may discourage, delay or prevent a merger, amalgamation, acquisition, or other change in control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for common shares. These provisions may also prevent or frustrate attempts by our shareholders to replace or remove our management. Our corporate governance documents include provisions: - authorizing blank check preference shares, which could be issued without shareholder approval and with voting, liquidation, dividend and other rights superior to our common shares;- providing that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meetings of such shareholders and may not be taken by any consent in writing by such shareholders;- requiring, to the fullest extent permitted by applicable law, advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for shareholder-proposed nominations of candidates for election to our board of directors;- establishing a classified board of directors, so that not all members of our board are elected at one time, with the election of directors requiring only a plurality of votes cast;- providing that certain actions required or permitted to be taken by our shareholders, including amendments to the Company Bye-laws and certain specified corporate transactions, may be effected only with the approval of our board of directors, in addition to any other vote required by the Company Bye-laws and/or applicable law;- prohibit us from engaging in a business combination with a person who acquires at least 10% of our common shares for a period of three years from the date such person acquired such common shares unless approved by our board of directors and authorized at an annual or special meeting of shareholders by the affirmative vote of at least two-thirds of our issued and outstanding voting shares that are not owned by such person, subject to certain exceptions; and - providing that directors may be removed by shareholders only by resolution with cause upon the affirmative vote of at least two-thirds of our issued and outstanding voting shares. The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for common shares. They could also deter potential acquirers of Wejo, thereby reducing the likelihood that you could receive a premium for your common shares in an acquisition.
- Share Price & Shareholder Rights - Risk 8Our shareholders may have more difficulty protecting their interests than shareholders of a U.S. corporation.
The rights of shareholders under Bermuda law are not as extensive as the rights of shareholders under legislation or judicial precedent in many U.S. jurisdictions. Class actions and derivative actions are generally not available to shareholders under Bermuda law. However, Bermuda courts ordinarily would be expected to follow English case law precedent, which would permit a shareholder to commence an action in the name of a company to remedy a wrong done to a company where the act complained of is alleged to be beyond the corporate power of a company, is illegal or would result in the violation of that company's memorandum of association or Bye-laws. Furthermore, consideration would be given by a Bermuda court to allow derivative action rights where acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of our shareholders than actually approved it. The winning party in such an action generally would be able to recover a portion of attorneys' fees incurred in connection with such action. When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company. Additionally, under our Bye-laws and as permitted by Bermuda law, each shareholder has waived any claim or right of action against Indemnified Persons (as defined in our Bye-laws and which includes our directors and officers) for any action taken by Indemnified Persons in the performance of their duties, provided that such waiver shall not apply to any claims or rights of action arising out of the fraud of such Indemnified Persons or to recover any gain, personal profit or advantage to which such Indemnified Persons is not legally entitled.
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