Company Articles of Association

COMPANY ARTICLES OF ASSOCIATION

This instrument is made on by and between Company Name: (the "Company") and Subscriber Name: for the purpose of setting forth the regulations governing the management and administration of the Company.

RECITALS

WHEREAS the Subscriber has agreed to subscribe for shares of the Company on the terms and subject to the conditions set forth in these Articles;

WHEREAS the Company is to be registered in the jurisdiction of and the parties wish to adopt articles regulating the relationship between the Company, its members and directors.

WHEREAS the initial registered office of the Company is at .

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Subscriber agree as follows.

1. INTERPRETATION

1.1 Definitions. In these Articles, unless the context otherwise requires, words and expressions defined in applicable company law have the same meanings as in that law and the following expressions shall have the following meanings:

"Board" means the board of directors of the Company; "Articles" means these Articles of Association as amended from time to time; "Act" means the applicable companies legislation in the jurisdiction specified above.

2. NAME

The name of the Company shall be .

3. REGISTERED OFFICE

4. LIABILITY

The liability of the members is: Limited by shares Limited by guarantee Unlimited

5. OBJECTS AND POWERS

The Company shall have the fullest power permitted by law to carry out the objects set forth above and, without limiting the generality of the foregoing, may do all acts and things incidental or conducive to the attainment of such objects including entering into contracts, acquiring and disposing of property and borrowing.

6. SHARE CAPITAL

6.1 Authorized Share Capital: The authorized share capital of the Company is divided into shares of each.

7. ALLOTMENT, TRANSFER AND TRANSMISSION OF SHARES

7.1 Allotment. Subject to any pre-emption rights set out in these Articles and to applicable law, the Board may allot and issue shares to such persons on such terms as the Board determines.

7.2 Transfer. Shares shall be transferable in accordance with the procedure set out in the Articles. The Board may refuse registration of a transfer where permitted by law and these Articles, provided that any such refusal is reasonable and proportionate. A transfer of a share is not effective until registered in the register of members.

8. VARIATION OF CLASS RIGHTS

The rights attached to any class of shares may be varied or abrogated only with the consent in writing of holders of three quarters in nominal value of that class or with the sanction of a special resolution passed at a separate meeting of the holders of that class.

9. GENERAL MEETINGS

General meetings shall be convened by the Board in accordance with the Act. Notice of meetings shall specify the time, place, and general nature of the business to be transacted. A quorum for a general meeting shall be two persons present in person or by proxy representing not less than of the voting rights.

10. DIRECTORS

10.1 The business of the Company shall be managed by the Board which may exercise all the powers of the Company except those required by law or by these Articles to be exercised by the members.

10.2 Quorum for board meetings shall be as determined by the Board, subject to a minimum of two directors unless the Board resolves otherwise.

11. DIVIDENDS AND RESERVES

The Board may declare and pay dividends out of profits available for distribution in accordance with applicable law. The Board may establish reserves and carry forward or retain any profits not distributed as dividends.

12. ACCOUNTS AND AUDIT

The Company shall keep accounting records and prepare annual accounts in accordance with applicable law. If required by law, the accounts shall be audited by a qualified auditor appointed by the members or the Board as permitted by law.

13. INDEMNITY

Subject to applicable law, every officer or director of the Company shall be indemnified out of the assets of the Company against any liability incurred by that person in relation to the Company except to the extent that such liability arises out of fraud, willful default or gross negligence.

14. NOTICES

14.1 Any notice required to be given under these Articles shall be in writing and may be delivered personally, sent by prepaid post, or sent by electronic communication to the address or electronic address recorded in the register of members or the register of directors.

15. AMENDMENT OF ARTICLES

These Articles may be amended by a special resolution of the members passed in accordance with the Act. Unless otherwise required by law, a special resolution shall be passed by at least of the votes cast.

16. GOVERNING LAW

These Articles shall be governed by and construed in accordance with the laws of the jurisdiction specified above.

17. ENTIRE AGREEMENT

These Articles constitute the entire agreement between the parties with respect to the matters contained herein and supersede all prior agreements, understandings, negotiations and discussions between the parties.

18. SEVERABILITY

If any provision of these Articles is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, such provision shall to that extent be severed and the remainder of these Articles shall remain valid and enforceable.

19. COUNTERPARTS AND EXECUTION

These Articles may be executed in counterparts and may be executed electronically. Each counterpart when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed these Articles of Association as of the date first written above.

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