British Virgin Islands. The BVI Business Companies Act. (No. 16 of 2004) Memorandum and Articles of Association

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1 British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association of DOLPHIN CAPITAL INVESTORS LTD. Incorporated this 7 th day of June, 2005 amended on 18 th July, 2005 amended on 28 th July,2005 amended on 7 th December, 2005 amended on 21 st June, 2007 amended on 11 th February, 2011 amended on 25 th February, 2015 amended on 21 st October, 2015 Icaza Gonzales-Ruiz & Aleman (BVI) Trust Limited Vanterpool Plaza 2 nd Floor Wickhams Cay 1 Road Town, Tortola British Virgin Islands

2 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM OF ASSOCIATION OF DOLPHIN CAPITAL INVESTORS LTD. 1. Company Name 1.1 The name of the Company is DOLPHIN CAPITAL INVESTORS LTD. 1.2 The directors or members may from time to time change the Company's name by Resolution of Directors or Resolution of Members. The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file an application for change of name with the Registrar, and any such change will take effect from the date of the certificate of change of name issued by the Registrar. 1.3 A change of name of the Company shall constitute an amendment of the Memorandum and Articles and in the event of a resolution being passed to change the name of the Company, the provisions below in respect of amendments to the Memorandum and Articles must be complied with. 2. Re-registration 2.1 The Company was first incorporated as a company on 07 June 2005 under the International Business Companies Act, 1984 (CAP 291), and was automatically re-registered under the BVI Business Companies Act, 2004 (the "Act") on 1 January Immediately before its reregistration under the Act the Company was governed by the International Business Companies Act, 1984 (CAP 291). 3. Company Limited by Shares, Liability of Members 3.1 The Company is a company limited by shares. 3.2 The liability of each member is limited to: the amount from time to time unpaid on that member's shares; any liability expressly provided for in the Memorandum or the Articles; and any liability to repay a distribution pursuant to section 58(1) of the Act.

3 4. Registered Office 4.1 At the date of filing of the notice of election to disapply Part IV of Schedule 2 of the Act, the registered office of the Company was situated at the office of the registered agent which is Vanterpool Plaza, 2 nd Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. 4.2 The directors or members may from time to time change the Company's registered office by Resolution of Directors or Resolution of Members, provided that the Company's registered office shall at all times be the office of the registered agent. The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of change of registered office, and any such change of registered office will take effect from the date of the registration by the Registrar of such notice. 5. Registered Agent 5.1 At the date of filing of the notice of election to disapply Part IV of Schedule 2 of the Act, the registered agent of the Company was Icaza, Gonzales-Ruiz & Aleman (BVI) Trust Limited of Vanterpool Plaza, 2 nd Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. 5.2 The directors or members may from time to time change the Company's registered agent by Resolution of Directors or Resolution of Members. The directors shall give notice of such resolution to the registered agent of the Company (meaning the existing registered agent), for the registered agent to file with the Registrar a notice of change of registered agent, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice. 5.3 If the existing registered agent does not file such notice on instruction by the directors, the directors shall procure that a notice of change of registered agent is filed with the Registrar by a legal practitioner in the British Virgin Islands acting on behalf of the Company, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice. 6. General Objects and Powers 6.1 Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Act or any other law of the British Virgin Islands including but not limited to: i) To carry on the business of an investment company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stock, scrip, bonds, notes, obligations, investments and securities and warrants or options in respect of any shares, stocks, debentures, debenture stock, scrip, bonds, notes, obligations, investments or securities. ii) To acquire any such shares, stocks, debentures, debenture stocks, scrip, bonds, notes, obligations, investments or securities or warrants or options therein by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise, and whether or not fully paid up, and to subscribe for the same subject to such terms and conditions (if any) as may be thought fit. 2

4 iii) iv) To exercise and enforce all rights and powers conferred by or incident to the ownership of such shares, stock obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal account thereof and to provide managerial and other executive supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit. To acquire and hold either in the name of the Company or in that of any nominee and whether as principal or broker or agent any currency in any form of any part of the world in any commodity and to enter into any contract of purchase, sale or option to purchase or sell in respect of any such currency or commodity. v) To offer for public subscription any shares or stocks, in the capital of, or debentures or debenture stock or other securities of or otherwise to establish or promote, or concur in establishing or promoting, any company, society anonyme, association, undertaking or public or private body. vi) vii) viii) ix) To carry on business as capitalists, financiers, concessionaires and merchants and to undertake and carry on and execute any other business which may seem to be capable of being conveniently carried on in connection with any of these objects, or calculated directly or indirectly to enhance the value of or facilitate the realization of, or render profitable, any of the Company s property or rights. To carry on the business of a property investment and holding Company, and for that purpose to purchase, take on lease, or in exchange, or otherwise acquire, hold, undertake or direct the management or work, develop the resources of, and turn to account any estates, lands, buildings, tenements, and other real property and property of every description, whether of freehold, leasehold, or other tenure, and wheresoever situate, and any interests therein, and any rights connected therewith, and to exercise and enforce all rights and powers conferred by, or incident to, the ownership of any such property. To sell, lease, let, mortgage, or otherwise dispose of grant rights over or otherwise provide any such property of the Company without seeking rental or consideration for such disposal or provision, or otherwise upon such terms as the Company shall determine. To acquire and assume for any estate or interest and to take options over, construct, develop or exploit any property of the Company without seeking rental or consideration for such disposal or provision, or otherwise upon such terms as the Company shall determine. x) To acquire, trade and deal with, or hold stocks, shares, bonds, debentures, scrip, investments and securities of all kinds issued in any country in any part of the world. To raise and borrow money by the issue of shares stock, debentures, bonds, obligations, deposit notes and otherwise howsoever and to underwrite any such issue and without limiting the generality of the foregoing to secure or discharge any debt or obligation of or binding on the Company in any manner and in particular by the issue of debentures (perpetual or otherwise) and to secure the repayment of any money 3

5 borrowed, raised or owing by mortgage, charge, or lien upon the whole or any part of the Company s property or assets (whether present or future). xi) xii) xiii) xiv) xv) xvi) xvii) xviii) xix) To deposit the monies of the Company with any company or person and to advance and lend money upon such terms as may be arranged and with or without security and to guarantee the performance of any contract or obligation and the payment of money of or by any person or Company, and generally to give guarantees and indemnities including guarantees and indemnities in respect of the liabilities of persons whether or not associated with the Company and whether or not the Company receives any consideration therefore and to secure any such guarantee or indemnity by the grant of charges, mortgages or liens on the whole or any part of the Company s property or assets present or future. To apply for, purchase or by other means acquire and protect, prolong and renew any patents, patent rights brevets d invention, licences, trade marks, protections or concessions or other rights which may appear likely to be advantageous or useful to the Company. To acquire and undertake on any terms and subject to any conditions, the whole or any part of the business, property and liabilities of any person or company carrying on any business which the Company is authorised to carry on, or possessed of property suitable for the purposes of the Company; To amalgamate with or enter into partnership or any joint purchase or profit-sharing arrangement with or to co-operate in any way with, or assist or subsidise any company, form or person carrying on, or proposing to carry on, or possessed of property suitable for the purposes of the Company; To purchase with a view to closing or reselling in whole or in part any business or properties which may seem to be deemed likely to injury by competition or otherwise any business or branch of business which the Company is authorised to carry on, and to close, abandon and give up any works or businesses at any time acquired by the Company. To act as Directors or Managers of or to appoint Directors or Managers of any subsidiary company or of any other company in which this company is or may be interested. To make, draw, accept, endorse, discount, negotiate, execute and issue and to buy, sell and deal in promissory notes, bills of exchange, cheques, bills of lading, shipping documents, dock and warehouse warrants and other instruments negotiable or transferable or otherwise. To lend money with or without security and to subsidise, assist and guarantee the payment of money by or the performance of any contract, engagement or obligation by any persons or companies. To pay all preliminary expenses of the Company and any company promoted by the Company or any company in which this Company is or may contemplate being interested including in such preliminary expenses all or any part of the costs and expenses of owners of any business or property acquired by the Company. 4

6 xx) xxi) xxii) xxiii) xxiv) xxv) xxvi) xxvii) To enter into any arrangements with any Government or authority, imperial, supreme, municipal, local or otherwise, or company that seem conducive to the company s objects or any of them and to obtain from any such Government, authority, or company and charters, contracts, decrees, rights, grants, loans, privileges or concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with others. To vest in any real or personal property, rights or interest, acquired by or belonging to the Company in any person or company on behalf or for the benefit of the Company, with or without any declared trust in favour of the Company. To undertake and perform sub-contracts and to act through or by means of agents, brokers, sub-contracts or others. To remunerate any person or company rendering services to the Company, whether by cash payment or by the allotment to him or them of shares, stocks, debentures, bonds or other securities of the Company credited as paid up in full or in part or otherwise. To procure the Company to be registered or recognised in any part of the world outside the British Virgin Islands. To distribute among the members of the Company in kind, any property of the Company (whether by way of dividend or otherwise) and in particular any shares, stocks, debentures, bonds or other securities belonging to or at the disposal of the Company. To do all or any of the above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise, and either along or in conjunction with others, and either by or through agents, sub-contractors, trustees or otherwise. To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company either in cash, by instalments or otherwise, or in fully or partly paid up shares of any company or corporation, with or without preferred or preferred rights in respect of dividend or repayment of capital dividend or repayment of capital or otherwise or in debentures of mortgage debentures or debenture stock, mortgages or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such terms as the Company may determine and to hold, dispose of or otherwise deal with any shares, stock or securities so acquired. xxviii) To have the power exercisable solely by resolution of the Directors to vest the corpus or the income of any trust in itself and to do all such things as may be conducive to the attainment of such objects. xxix) To make such gifts or the Company s property as all members of the company in general meeting shall decide including, without limiting the generality thereof, the power to vest all or any part of the company s property revocable or irrevocable, in the name of trustees for the benefit of such person or persons including the company on such terms as all the members of the company in general meeting shall decide 5

7 6.2 The Company has no power to: (d) (e) carry on banking or trust business, unless it is licensed to do so under the Banks and Trust Companies Act, 1990; carry on business as an insurance or as a reinsurance company, insurance agent or insurance broker, unless it is licensed or authorised to do so under the Insurance Act, 2008; carry on the business of company management unless it is licensed to do so under the Companies Management Act, 1990; carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands unless it is licensed to do so under the Banks and Trust Companies Act, 1990; or carry on Investment Business or business as a Mutual Fund unless it is licensed to do so pursuant to the Securities Investment Business Act, Without limiting the foregoing, the powers of the Company include the power to do the following: (d) (e) (f) grant options over unissued shares in the Company and treasury shares; issue securities that are convertible into shares; give financial assistance to any person in connection with the acquisition of the Company's own shares; issue debt obligations of every kind and grant options, warrants and rights to acquire debt obligations; guarantee a liability or obligation of any person and secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and protect the assets of the Company for the benefit of the Company, its creditors and its members and, at the discretion of the directors, for any person having a direct or indirect interest in the Company. 7. Maximum Number of Authorised Shares 7.1 The Company is authorised to issue a maximum of 2,000,000,000 ordinary shares of one class having a par value of 0.01 (Euro one cent) each. 7.2 The directors or members may from time to time by Resolution of Directors or Resolution of Members increase the maximum number of shares the Company is authorised to issue, by amendment to the Memorandum in accordance with the provisions below. 8. Designation, Powers, Preferences, etc. of Shares 8.1 The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of each class and series of shares that the Company is authorised to issue shall 6

8 be fixed as to voting, dividends, redemption or distributions on liquidation unless the Memorandum of Association shall have been amended to create separate classes of shares and all the aforesaid right as to voting, dividends, redemption and distributions shall be identical in each separate class. 9. Variation of Class Rights 9.1 If at any time the shares which the Company is authorised to issue are divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation. 10. Rights not varied by the issue of shares Pari Passu 10.1 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation of issue of further shares ranking pari passu therewith. 11. Registered Shares 11.1 Shares shall be issued as registered shares and shall not be issued as, exchanged or converted into bearer shares. 12. Amendments to the Memorandum and Articles 12.1 Subject to the provisions of the Act, the directors or members may from time to time amend the Memorandum or Articles by Resolution of Directors or Resolution of Members. The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of the amendment to the Memorandum or Articles, or a restated memorandum and articles of association incorporating the amendment(s) made, and any such amendment to the Memorandum or Articles will take effect from the date of the registration by the Registrar of the notice of amendment or restated memorandum and articles of association incorporating the amendment(s) made The directors shall not have the power to amend the Memorandum or Articles: to restrict the rights or powers of the members to amend the Memorandum or Articles; to change the percentage of members required to pass a resolution to amend the Memorandum or Articles; or in circumstances where the Memorandum or Articles may only be amended by the members A change of registered office or registered agent shall not constitute an amendment of the Memorandum or Articles. 7

9 12.4 An amendment to the Memorandum or Articles which would have the effect of varying the rights of the holders of a class of shares may only be made in accordance with the provisions of the Memorandum and Articles relating to the variation of class rights. 13. Definitions and Interpretation 13.1 In this memorandum of association and the attached articles of association: "Act" means the BVI Business Companies Act, 2004; " Affiliate " means in relation to a director a person who is a "connected person" for the purposes of the Insolvency Act, 2003; "Aim" "Articles" "Connected" means AIM, a market operated by the London Stock Exchange plc; means the Company's articles of association as attached to this Memorandum, and "Article" shall be construed accordingly; For the purposes of these Articles a person ("A") shall be treated as being connected with another person ("B") if A is: a spouse, civil partner, child (under the age of eighteen) or stepchild (under the age of eighteen) of B; or an associated body corporate which is a company in which B alone, or with Connected persons, is directly or indirectly beneficially interested in 20 per cent. or more of the nominal value of the equity share capital or is entitled (alone or with connected persons) to exercise or control the exercise of more than 20 per cent. of the voting power at general meetings; or a trustee (acting in that capacity) of any trust, the beneficiaries of which include B or persons falling within paragraphs or above excluding trustees of an employees share scheme or pension scheme; or (d) a partner (acting in that capacity and pursuant to the terms of a written agreement) of B or persons in categories to above; "FSA" the United Kingdom Financial Services Authority; 8

10 "FSA Handbook" "Memorandum" "Registrar" the FSA Handbook of Rules and Guidance (as amended and replaced from time to time); means this, the Company's memorandum of association; means the Registrar of Corporate Affairs appointed under the Act; "Relevant System" means any computer-based system and procedures permitted by the AIM rules of the London Stock Exchange plc, which enable title to units of a security to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters; "Resolution of Directors" "Resolution of Members" means: a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present at the meeting who voted and did not abstain; or a resolution consented to in writing by all directors or of all members of the committee, as the case may be, except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority. means: a resolution approved at a duly convened and constituted meeting of the members of the Company by the affirmative vote of: (i) a simple majority of the votes of the shares entitled to vote thereon which were present at the meeting and were voted and not abstained, or; (ii) a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted 9

11 and not abstained; or a resolution consented to in writing by: (i) an absolute majority of the votes of shares entitled to vote thereon, or (ii) an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon; "United Kingdom" means Great Britain and Northern Ireland In the Memorandum and Articles: (d) (e) words and expressions defined in the Act shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and the neuter and references to persons shall include corporations and all entities capable of having a legal existence; reference to a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation; the headings are for convenience only and shall not affect the construction of the Memorandum or Articles; reference to a thing being "written" or "in writing" includes all forms of writing, including all electronic records which satisfy the requirements of the Electronic Transactions Act, 2001; reference to a thing being "signed" or to a person's "signature" shall include reference to an electronic signature which satisfies the requirements of the Electronic Transactions Act, 2001, and reference to the Company's "seal" shall include reference to an electronic seal which satisfies the requirements of the Electronic Transactions Act,

12 We, ICAZA, GONZALEZ-RUIZ & ALEMAN (BVI) TRUST LIMITED of Vanterpool Plaza, 2 nd Floor, Wickhams Cay I, Road Town, Tortola, British Virgin Islands for the purpose of disapplying Part IV of Schedule 2 of the BVI Business Companies Act, 2004 hereby sign these Memorandum of Association this 7 th day of June, Registered Agent Yexadira Garcia Authorised Signatory Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited 11

13 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 ARTICLES OF ASSOCIATION OF DOLPHIN CAPITAL INVESTORS LTD. 1. Share Certificates 1.1 Every person whose name is entered as a member in the share register, being the holder of registered shares, shall without payment be entitled to a share certificate in the following circumstances: (d) on the issuance of such shares to such member; on the transfer of such shares to such member; on a re-designation or conversion of such shares with the effect that the certificate previously issued no longer properly describes such shares; and at the discretion of the directors (who may levy a reasonable charge), on notice to the Company of a change of name of the member. 1.2 Such certificate shall be signed by a director or under the common seal of the Company with or without the signature of any director or officer of the Company specifying the share or shares held and the par value thereof (if the Company is authorised at the relevant time to issue shares with a par value), provided that in respect of shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. 1.3 If a certificate is worn out or lost it may, subject to the prior written consent of any mortgagee or chargee whose interest has been noted on the register of members, be renewed on production of the worn out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such a certificate. 1.4 The Directors shall permit shares to be held in uncertificated form and shall have power to implement such arrangements as they may, in their absolute discretion, think fit in order for any class of shares to be transferred by means of a Relevant System of holding and transferring 1

14 shares and to be a participating security (subject always to the requirements of the Relevant System concerned). 1.5 Where the arrangements described in Article 1.4 are implemented, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with: the holding of shares of that class in uncertificated form; the transfer of title to such shares of that class by means of a Relevant System; the requirements of the Relevant System. 1.6 Notwithstanding anything contained in these Articles (but subject always to any applicable law and regulations and the facilities and requirements of any Relevant System): (d) (e) (f) (g) unless the Directors otherwise determine, shares held by the same holder or joint holder in certificated form and uncertificated form shall be treated as separate holdings; conversion of shares held in certificated form into shares held in uncertificated form, and vice versa, may be made in such a manner as the Directors may in their absolute discretion think fit; shares may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in such manner as the Directors may in their absolute discretion, think fit; Article 6 shall not apply in respect of shares recorded on the register as being held in uncertificated form to the extent that Article 6 requires or contemplates the effecting of a transfer by an instrument in writing and the production of a certificate for the share to be transferred; a class of share shall not be treated as two classes by virtue only of that class comprising both certificated and uncertificated shares or as a result of any provision of these Articles or any other applicable law or regulation which applies only in respect of certificated and uncertificated shares; The Directors shall, subject to applicable laws and regulations, be entitled to require the conversion of any uncertificated share into certificated form; and Articles 1.1, 1.2 and 1.3 shall not apply so as to require the Company to issue a certificate to any person holding shares in uncertificated form. 2. Issue of Shares 2.1 Subject to the provisions of these Articles, the unissued shares of the Company (whether forming part of the original or any increased authorised shares) shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration, being not less than the par value (if any) of the shares being disposed of, and upon such terms and conditions as the directors may determine. Such consideration may take any form acceptable to the directors, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property 2

15 (including goodwill and know-how), services rendered or a contract for future services. Before issuing shares for a consideration other than money, the directors shall pass a Resolution of Directors stating: the amount to be credited for the issue of the shares; their determination of the reasonable present cash value of the non-money consideration for the issue; and that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the shares. 2.2 Subject to the provisions of the Act in this regard, shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such shares may determine. 2.3 The Company may issue bonus shares, partly paid shares and nil paid shares. 2.4 The directors may redeem any share issued by the Company at a premium. 3. Depository Interests 3.1 The directors shall, subject to any applicable laws and regulations, the facilities and requirements of any Relevant System concerned and these Articles, have the power to implement and/or approve any arrangements they may, in their absolute discretion, think fit in relation to (without limitation) the evidencing of title to and transfer of interests in shares in the capital of the Company in the form of depositary interests or similar interests, instruments or securities, and to the extent that such arrangements are so implemented, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer thereof of the shares in the capital of the Company represented thereby. The Directors may, from time to time take such actions and do such things as they may, in their absolute discretion, think fit in respect of the operation of any of the aforesaid arrangements. 4. Forfeiture of Shares 4.1 The Company may, at any time after the due date for payment, serve on a member who has not paid in full for shares registered in the name of that member, a written notice of call ("Notice of Call") specifying a date for payment to be made. The Notice of Call shall name a further date not earlier than the expiration of 14 days from the date of service of the Notice of Call on or before which the payment required by the Notice of Call is to be made and shall contain a statement that in the event of non-payment at or before the time named in the Notice of Call the shares, or any of them, in respect of which payment is not made will be liable to be forfeited. 4.2 Where a written Notice of Call has been issued under the foregoing Article and the requirements of the Notice of Call have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the shares to which the Notice of Call relates. The Company is under no obligation to refund any moneys to the member whose shares have been cancelled pursuant to this Article and that member shall be discharged from any further obligation to the Company. 3

16 5. Transfer of Shares 5.1 Shares in the Company shall be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. The instrument of transfer shall also be signed by the transferee if registration as a holder of the shares imposes a liability to the Company on the transferee. The instrument of transfer of a registered share shall be sent to the Company for registration. 5.2 Subject to the Memorandum of Association, these Articles and to section 54(5) of the Act, the Company shall, on receipt of an instrument of transfer, enter the name of the transferee of the share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution. Where the directors pass such a resolution, the Company shall send to the transferor and the transferee a notice of the refusal or delay. Notwithstanding anything contained in the Memorandum or Articles, the directors shall not decline to register any transfer of shares, nor may they suspend registration thereof where such transfer is: to any mortgagee or chargee whose interest has been noted on the register of members; by any such mortgagee or chargee, pursuant to the power of sale under its security; or by any such mortgagee or chargee in accordance with the terms of the relevant security document. 5.3 The transfer of a registered share is effective when the name of the transferee is entered in the register of members. 5.4 The board of Directors may, in its absolute discretion, and without assigning any reason therefor, refuse to register any transfers of shares which are not fully paid PROVIDED THAT such discretion may not be exercised in such a way as to prevent dealings in the shares of a class from taking place on an open and proper basis. 5.5 Subject to any limitations in the Memorandum, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months. 6. Mortgages of Shares and Charges Over Shares 6.1 Members may mortgage or create a charge or other form of security over their shares. 6.2 The directors shall, at the written request of a member who has mortgaged or created a charge over his shares, enter in the register of members of the Company: a statement that such shares are mortgaged or charged; the name of the mortgagee or chargee (where such information has been stated by the member); and 4

17 the date on which the statement and name are entered in the register of members. 7. Transmission of Shares 7.1 Subject to sections 52(2) and 53 of the Act, the executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognised by the Company as having any title to his share, save that and only in the event of death, incompetence or bankruptcy of any member or members of the Company as a consequence of which the Company no longer has any directors or members, then upon the production of any documentation which is reasonable evidence of the applicant being entitled to: (d) a grant of probate of the deceased's will, or grant of letters of administration of the deceased's estate, or confirmation of the appointment as executor or administrator (as the case may be, or analogous position in the relevant jurisdiction), of a deceased member's estate; the appointment of a guardian (or analogous position in the relevant jurisdiction) of an incompetent member; the appointment as trustee (or analogous position in the relevant jurisdiction) of a bankrupt member; or upon production of any other reasonable evidence of the applicant's beneficial ownership of, or entitlement to the shares, to the Company's registered agent in the British Virgin Islands together with (if so requested by the registered agent) a notarised copy of the share certificate(s) of the deceased, incompetent or bankrupt member, an indemnity in favour of the registered agent and/or appropriate legal advice in respect of any document issued by a foreign court, then the administrator, executor, guardian or trustee in bankruptcy (as the case may be) notwithstanding that their name has not been entered in the share register of the Company, may by written resolution of the applicant, endorsed with written approval by the registered agent, be appointed a director of the Company and/or entered in the share register as the legal and/or beneficial owner of the shares. 7.2 Without limiting the foregoing, the production to the Company of any document which is reasonable evidence of: (d) a grant of probate of the will, or grant of letters of administration of the estate, or confirmation of the appointment as executor (or analogous position in the relevant jurisdiction), of a deceased member; the appointment of a guardian (or analogous position in the relevant jurisdiction) of an incompetent member; the trustee (or analogous position in the relevant jurisdiction) of a bankrupt member; or the applicant's legal and/or beneficial ownership of the shares, shall be accepted by the Company even if the deceased, incompetent member or bankrupt member is resident and/or domiciled outside the British Virgin Islands if the document is issued by a foreign court which had competent jurisdiction in the matter. For the purposes of 5

18 establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice. The directors may also require an indemnity to be given by the executor, administrator, guardian, trustee in bankruptcy or the applicant. 7.3 Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such. 7.4 Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer. 7.5 What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case. 8. Reduction or Increase in Shares Authorized to Issue and Acquisition of own Shares 8.1 Company may by a resolution of directors amend the Memorandum to increase or reduce the shares which it is authorised to issue and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, increase or reduce the par value of any such shares or effect any combination of the foregoing. 8.2 The Company may by a resolution of directors amend the Memorandum to: divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series, provided, however, that where shares are divided or combined under or of this Article, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. 8.3 The directors may, on behalf of the Company, subject to the written consent of all the members whose shares are to be purchased, redeemed or otherwise acquired, purchase, redeem or otherwise acquire any of the Company's own shares for such consideration as the directors consider fit, and either cancel or hold such shares as treasury shares. Shares may be purchased or otherwise acquired in exchange for newly issued shares in the Company. 8.4 The directors shall not, unless permitted pursuant to the Act, purchase, redeem or otherwise acquire any of the Company's own shares unless immediately after such purchase, redemption or other acquisition: the value of the Company's assets exceeds it liabilities other than deferred taxes as shown in its books of account; and 6

19 the Company is able to pay its debts as they fall due. 8.5 Sections 60 and 61 of the Act shall not apply to the Company. 9. Treasury Shares 9.1 Shares may only be held as treasury shares by the Company to the extent that the number of treasury shares does not exceed 50% of the shares of that class previously issued by the Company, excluding shares that have been cancelled. 9.2 The directors may dispose of or cancel and make available for re-issue any shares held as treasury shares on such terms and conditions as they may from time to time determine. 10. Notice of Meetings of Members 10.1 The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable Upon the written request of members holding 10 per cent or more of the outstanding voting shares in the Company the Directors shall convene a meeting of members The director shall give not less than 7 days' notice of a meeting of members to those persons whose names appear as members in the share register of the Company and are entitled to vote at the meeting at the close of business on a day determined by the directors The directors may fix the date notice is given of a meeting of members as the record date for determining those shares that are entitled to vote at the meeting A meeting of members may be called on short notice: if members holding not less than 90 per cent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 per cent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 per cent majority of the remaining votes, have agreed to short notice of the meeting, or if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting; and for this purpose presence at the meeting shall be deemed to constitute waiver The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. 7

20 10.9 An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy. Only members who are individuals may appoint proxies. (Name of the Company) I/We being a member of the above Company with shares HEREBY APPOINT of or, failing him of to be my/our proxy to vote for me/us at the meeting of members to be held on the day of and at any adjournment thereof. (Any restrictions on voting to be inserted here) Signed this day of. Member The following shall apply in respect of joint ownership of shares: if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member; if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners, and if two or more of the joint owners are present in person or by proxy they must vote as one A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other No business shall be transacted at any meeting of members unless a quorum is present at the time when the meeting proceeds to business. Two members present in person, by authorised representative or by proxy and entitled to vote shall be a quorum If within five minutes (or such longer time as the Chairman of the meeting may decide) from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place as the Chairman of the meeting shall appoint. If at such adjourned meeting a quorum is not present within five minutes from the time appointed therefor, the member or members present in person, by authorised representative or by proxy and entitled to vote shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose one of their number to be the chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman, failing which the oldest individual member or representative of a member present shall take the chair. 8

21 10.15 The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place At any meeting of the members the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the chairman Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company. The right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the Directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any member The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company An action that may be taken by the members at a meeting may also be taken by a Resolution of Members consented to in writing. 11. Directors 11.1 The first directors of the Company shall be appointed by the subscribers to the Memorandum within 30 days of the date of incorporation of the Company; and thereafter, the Directors shall be elected by the members for such term as the members determine. The first directors may elect any number of additional directors for such term as they may determine until such time as the members shall elect or re-elect any one or more directors The minimum number of directors shall be one and the maximum shall be nine Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal A director may be removed from office, with or without cause, by a resolution of members. 9