FILE COPY CERTIFICATE OF INCORPORATION OFA PRIVATE LIMITED COMPANY Company Number 11077305 The Registrar of Companies for England and Wales, hereby certifies that BITXATM TECHNOLOGY LIMITED is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales Given at Companies House, Cardiff, on 22nd November 2017 *N11077305B * aoe e: Companies House ecsianOrconPates The above information was communicated by electronic means and authenticated by the Registrar of Companies under section 1115 of the Companies Act 2006Companies House INO 1 (ef) Application to register a company Received for filing in Electronic Format on the:2W/\1/2017 XOIP? Company Name in BITXATM TECHNOLOGY LIMITED full Company Type: Private company limited by shares Situation of England and Wales Registered Office. Proposed Registered INTERNATIONAL HOUSE 24 HOLBORN VIADUCT Office Address: LONDON UNITED KINGDOM EC1A 2BN Sic Codes: 99999 Electronically filed document for Company Number: 11077305Proposed Officers Company Director I Type. Person Full Forename(s): MR LANDRY Surname: NTAHE Semvice Address: INTERNATIONAL HOUSE 24 HOLBORN VIADUCT LONDON UNITED KINGDOM EC1A 2BN Country/State Usually UNITED KIN Resident SDO! Date of Birth: **/01/1989 Nationality: BRITISH Occupation: DIRECTOR The subscribers confirm that the person named has consented to act as a director Electronically filed document for Company Number: 11077305Company Director 2 Type: Person, Full Forename(s): MR GABRIEL Sumame: PRODANESCU Service Address: INTERNATIONAL HOUSE 24 HOLBORN VIADUCT LONDON UNITED KINGDOM ECI1A 2BN Country/State Usually UNITED KINGDO! Resident: Date of Birth: **106/1969 Nationality: ROMANIAN Occupation: DIRECTOR The subscribers confirm that the person named has consented to act as a director. Electronically filed document for Company Number: 11077305Statement of Capital (Share Capital) Class of Shares: ORDINARY Number allotted 10000 Curreney: GBP Aggregate nominal value: 10000 Prescribed particulars FULL RIGHTS TO RECEIVE NOTICE OF, ATTEND AND VOTE AT GENERAL MEETINGS. ONE SHARE CARRIES ONE VOTE, AND FULL RIGHTS TO DIVIDENDS AND CAPITAL DISTRIBUTIONS (INCLUDING UPON WINDING UP). Statement of Capital (Totals) Currency: GBP Total number of shares: 10000, Total aggregate nominal value: 10000 Total aggregate unpaid: 10000 Electronically filed document for Company Number: 11077305Initial Shareholdings Name: Address Name: Address Name: Address Name: Address LANDRY NTAHE INTERNATIONAL HOUSE 24 HOLBORN VIADUCT LONDON UNITED KINGDO! ECIA 2BN RYAN ANDALLO INTERNATIONAL HOUSE 24 HOLBORN VIADUC LONDON UNITED KINGDOM. ECIA 2BN CRISTIAN-PETRU TRAUSAN INTERNATIONAL HOUSE 24 HOLBORN VIADUCT LONDON UNITED KINGDO! ECIA 2BN GABRIEL PRODANESCU INTERNATIONAL HOUSE 24 HOLBORN VIADUCT LONDON UNITED KINGDOM. ECIA 2BN Class of Shares Munber of shares: Currency: Nominal value of each share: Amount unpaid: Amount paid: Class of Shares: Number of shares: Currency: Nominal value of each share. Amount unpaid: Amount paid: Class of Shares: Number of shares: Currency: Nominal value of each share: Amount unpaid: Amount paid: Class of Shares: Number of shares (Currency. Nominal value of each share: Amount unpaid: Amount paid: ORDINARY 1000 GBP 1 ORDINARY 1000 GBP 1 ORDINARY 1000 GBP 1 1 0 ORDINARY 7000 GBP 1 1 0 Electronically filed document for Company Number: 11077305Persons with Significant Control (PSC) Statement of initial significant control orporation, there be someone who will count as a Person with Significant Control (either a registerable person or relevant legal entity (RLE)) in relation to the company Electronically filed document for Company Number: 11077305Individual Person with Significant Control details Names: GABRIEL PRODANESCU Country/State Usually UNITED KINGDOM. Resident: Date of Birth: **106/1969 Nationality: | ROMANIAN Service Address: INTERNATIONAL HOUSE 24 HOLBORN VIADUCT LONDON UNITED KINGDOM EC1A 2BN The subscribers confirm that each person named as an individual PSC in this application knows that their particulars are being supplied as part of this application. Electronically filed document for Company Number: 11077305Nature of control The person holds, directly or indirectly, more than 50% but less than 75% of the shares in the company. Nature of control The person holds, directly or indirectly, more than 50% but less than 75% of the voting rights in the company. Electronically filed document for Company Number: 11077305Statement of Compliance I confirm the requirements of the Companies Act 2006 as to registration have been complied with. Name: LANDRY NTAHE Authenticated YES Name: RYAN ANDALLO Authenticated YES Name: CRISTIAN-PETRU TRAUSAN Authenticated YES Name: GABRIEL PRODANESCU Authenticated YES Authorisation Authoriser Designation: Authenticated YES Electronically filed document for Company Number: 11077305COMPANY HAVING A SHARE CAPITAL. MEMORANDUM OF ASSOCIATION OF BITXATM TECHNOLOGY LIMITED Each subscriber to this memorandum of association wishes to form a company under the ‘Companies Act 2006 and agrees to become a member of the Company and to take at least one share. Name of each subscriber Authentication by each subscriber LANDRY NTAHE: RYAN ANDALLO CRISTIAN-PETRU TRAUSAN GABRIEL PRODANESCU Dated 21/11/2017Articles of Association or BITXATM TECHNOLOGY LIMITED PART. INTERPRETATION AND LIMITATION OF LIABILITY Defined terms 1a In these articles, unless the context requires otherwise appointor has the meaning given to that term in Article 17.1; articles means the companys articles of association for the time being in force; Articles means the articles of association set out in this document which, together with the Model Amtcles (as modified or excluded by this document) forming part of the articles, and Article shall be construed accordingly; calll has the meaning given to that term in Article 26.1 calll notice has the meaning given to that term in Article 26.1; call payment date has the meaning given to that tetm in Article 29.2.1; company’s lien has the meaning given to that term in Article 24; Clear Days means (in relation to the period of a notice) that period excluding the day when the notice is given or deemed to be given and the day for which it is gven or on which it isto take effect; Conflict has the meaning given to that term in Article 11.2; conflicted director means a director who has, or could have, a Conflict ina situation involving the company and consequently whose vote is not to be counted in any vote to authorise such Conflict and who is not to be counted as participating in the quorum for the meeting (or part of the meeting) at which such matter is to be voted upon’ corporate representative has the meaning given to that term in Article 54: Excess Securities has the meaning given to that term in Article 22.3.2; holder in relation to shares means the person whose name is entered in the register of members as the holder of the shares or, in the case of a share in respect of which a share warrant has been issued (and not cancelled), the person in possession of that warrant;12 13 La 15 16 17 lien enforcement notice has the meaning given to that term in Article 25; Model Articles means the model articles for private companies limited by shares contained in Schedule 1 of the Companies (Model icles) Regulations 2008 (SI 2002/3228) as amended prior to the date of adoption of these articles: hon-conflicted director means any director who is not a conflicted director; partly-paid in relation to a share means that part of that share's nominal value or any premium at which it was issued has not been paid to the company; proxy notification address has the meaning given to that term in Amicle §3.1; relevant officer has the meaning given to that term in Articles 58.3.2 or 59.2.1, as the case may be; relevant loss has the meaning given to that term in Article 59.2.2; relevant rate has the meaning given to that term in Article 29.2.2 transfer or transferring has the meaning given to those terms respectively in Article 37.1 United Kingdom means Great Britain and Northern ireland; and Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Anicles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Companies Act 2006 as in force on the date when these Articles become binding on the company shall have the same meanings in these Anicles. Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles. Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as itis in force from time to time and shall include any orders, regulations or subordinate legislation from time to time made under it and any amendment or re-enactment of it or any such orders, regulations or subordinate legislation for the time being in force. Any phrase introduced by the terms “including’, "include", “in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms The Model Articles shall apply to the company, except in so far as they are ‘modified or excluded by these Articles. Articles 7, 8, 11(2) and (3), 13(2), 14(1) to (4) inclusive, 17(2), 19(5), 21, 26(5), 44(4), 45(1), 46(3), 52 and 53 of the Model Articles shall not apply to the company,PART2 DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES Directors’ general authority Article 3 of the Model Articles shall be amended by the insertion of the words “and to the applicable provisions for the time being of the Companies Acts”, after the phrase "subject, to the articles” Change of Company name Without prejudice to the generality of Article 2, the directors may resolve in accordance with Article 5 to change the Company's name. Committees Where a provision of the articles refers to the exercise of a power, authority or discretion by the directors and that power, authority or discretion has been delegated by the directors to a committee, the provision shall be construed as permitting the exercise of power, authority or discretion by the committee. DECISION-MAKING BY DIRECTORS. Directors to take decisions collectively 5.1 The general rule about decision-making by directors is that any decision of the directors must be taken as a majority decision at a meeting or as a difectors’ written resolution in accordance with Article 6 (Directors' written resolutions) or otherwise as a unanimous decision taken in accordance with Article 7 (Unanimous decisions) 52 it 5.21 the company only has one ditector for the time being, and 5.22 no provision of the articles requires it to have more than one director, the general rule does not apply, and the director may (for so long as he remains the sole director) take decisions without regard to any of the provisions of the articles relating to directors’ decision-making, 53 Subject to the articles, each director participating in a directors’ meeting has one vote,Directors' written resolutions 61 62 63 64 65 Any director may propose a directors’ written resolution by gWving notice in wtiting of the proposed resolution to each of the other directors (including alternate directors), If the company has appointed a company secretary, the company secretary must propose a directors’ written resolution if a director so requests by giving Notice in writing to each of the other directors (including alternate directors). Notice of a proposed directors’ written resolution must indicate: 63.1 the proposed resolution; and 63.2 the time by which itis proposed that the directors should adopt it. A proposed directors’ written resolution is adopted when a majority of the non-conflicted directors (or their alternates) have signed one or more copies of it, provided that those directors (or their alternates) would have formed a quorum at a directors’ meeting were the resolution to have been proposed at such meeting Once a directors’ written resolution has been adopted, it must be treated as if it had been a decision taken at a directors’ meeting in accordance with the articles. Unanimous decisions ra 72 73 A decision of the directors is taken in accordance with this Article 7 when all non-contlicted directors indicate to each other by any means that they share a common view on a matter, A decision may not be taken in accordance with this Article 7.2 if the non-conflicted directors would not have formed a quorum at a directors’ meeting had the matter been proposed as a resolution at such a meeting Once a directors’ unanimous decision is taken in accordance with this Article 7 it must be treated as if it had been a decision taken at a directors’ meeting in accordance with the Articles. Calling a directors’ meeting a1 Article 9 of the Model Articles shall be amended by: 8.1.1 inserting the words “each of” before the words "the directors”: 812 by inserting the phrase "(including alternate directors) whether or ‘rot he is absent from the UK," after the words “the cirectors’ 8.13 by Inserting the words "subject to article 9,4" at the beginning of article 9(3) of the Model Articles; and 8.1.4 by inserting the words “prior to or up to and including” before the words ‘not more than seven days” in article 9(4) of the Model Articles10 u Chairman's casting vote at directors’ meetings sa e2 Article 13(1) of the Model Articles shall be amended by the insertion of the ‘words “at a meeting of directors” after the word "proposal" Article 13(1) of the Model Articles (as amended by Article 9.1) does not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the articles, the chairman or other director chairing the meeting is a conflicted ditector for the purposes of that meeting (or that part of that meeting at which the proposal is voted upon). Quorum for directors’ meetings 10.1 102 ‘Subject to Article 10.2, the quorum for the transaction of business at a meeting of cirectors may be fixed from time to time by a decision of the directors but it must never be less than two directors, and unless othenwise fixed it is two. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum. if and so long as there is a sole director, he may exercise all the powers and authorities vested in the directors by these articles and accordingly the quorum for the transaction of business in these circumstances shall be one. For the purposes of any meeting (or part of a meeting) held pursuant to Article LL Directors’ conflicts of interests) to authorise a director's Conte, if there is only one non-corilicted director in office in addition to the conflicted director(s), the quorum for such meeting (or part of a meeting) shall be one non-corflicted director. Directors' conflicts of interests mt u2 u3 For the purposes of this Article 11, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and Indirect interests. The directors may, in accordance with the requirements set out in this Article 11, authorise any matter proposed to them by any director which would, if not authorised, invoWe a director breaching his duty under section 175 of the Companies Act 2006 to avoid conflicts of interest (such matter being hereinafter relerred to as a Conflict) A director seeking authorisation in respect of a Conflict shall declare to the other directors the nature and extent of his interest in a Conflict as soon as is reasonably practicable. The director shall provide the other directors with such details of the relevant matter as are necessary for the other directors to decide how to address the Conflict, together with such other information as may be requested by the other directors. Any authorisation under this Article 11 will be effective only if 11.4.1 the matter in question shall have been proposed by any director for consideration at a meeting of directors in the same way that any other matter may be proposed to the directors under the provisions of these articles or in such other manner as the directors may determineus us 7 us 11.42 any requirement as to the quorum at the meeting of the directors at which the matter is considered is met without counting the director in question and any other conflicted director(s); and 11.43 the mater was agreed to without the director and any other conflicted director(s) voting or would have been agreed to if their votes had not been counted Any authorisation of a Conflict under this Article 11 may (whether at the time of giving the authorisation or subsequently) 115.1 extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the Conflict so authorised; 115.2 be subject to such terms and for such duration, or impase such limits ‘or conditions as the directors may determine: or 115.3 be terminated or varied by the directors at any time, This will not affect anything done by the director prior to such termination or variation in accordance with the terms of the authorisation. In authorising a Conflict the directors may decide (whether at the time of giving the authorisation or subsequently) that if a director has obtained any information through his involvement in the Conflict otherwise than as a director of the company and in respect of which he owes a duty of canfidentiality to another person the director is under no obligation to: 11.6.1 disclose such information to the directors or to any director or other officer or employee of the compary; or 11.62 use of apply any such information in performing his duties as a director, where to do so would amount to a breach of that confidence. Where the directors authorise a Conflict they may provide, without limitation (Whether at the time of giving the authorisation or subsequently) that the director 11.7.1 is excluded from discussions (whether at meetings of directors or otherwise) related to the Conflict 1172 is not given any documents or other information relating to the Contlct; 117.3 may or may not vote (or may or may not be counted in the quorum) at any future meeting of directors in relation to any resolution relating to the Conflict. Where the directors authorise a Contlict: 1.8.1 the director will be obliged to conduct himselt in accordance with any terms, limits andlor conditions imposed by the directors in relation to the Contict;ug 11.40 11.82 the Girector will not infringe any duty he owes to the company by virtue of sections 171 10 177 of the Companies Act 2006 provided he acs in accordance with such terms, limits and/or conditions (i ary) a the directors impose in respect of its authorisation. ‘A director is not required, by reason of being a director (or because of the fiduciary relatonship established by reason of being a director), to account to, the company for any remuneration, profit or other benefit which he receives as director or other officer or employee of the Company's subsidiaries or of any ‘other body corporate in which the Company is interested or which he derives. from or in connection with a relationship involving @ Conflict which has been authorised by the directors or by the company in general meeting (Subject in each case to any terms, limits or conditions attaching to that authorisation) and ‘no contract stall be liable to be avoided on such grounds nor shall the receipt of any such remuneration of other benefit constitute @ breach of his duty under ‘section 176 of the Companies Act 2006. ‘Subject to the applicable provisions for the time being of the Companies Acts and to any terms, limits and/or conditions imposed by the directors in accordance with Article 11.52, and provided that he has disclosed to the directors the nature and extent of any interest of his in accordance with the ‘Companies Acts, a director notwithstanding his office: 1110.1 may be a party to, or otherwise interested in, any contract, transaction or arrangement with the company or in which the ‘company is otherwise interested; 11.102 shall be counted as participating for voting and quorum purposes in ‘any decision in connection with any proposed or existing transaction fr arrangement with the company, in which he is in any way directly or indirectly interested: 11.103 may act by himself or his fim in a professional capacity for the company (otherwise than as auditor) and he or his firm shall be ‘entitled to temuneration for professional services as if he were not a Girector; 1110.4 may be a director or other officer of, or employed by, or a party to any contract, transaction or atrangement with, or otherwise imerested in, any body corporate promoted by the company or in Which the company is otherwise interested; and 11.105 shall not, by reason of his office, be accountable to the company for any benefit which he (or anyone connected with him (as defined in ‘section 252 of the Companies Act 2006) derives from any such office ‘or employment or from any such contract, transaction or arrangement or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit, nor shall the receipt of any such remuneration or benefit constitute a breach of his ‘duty under section 176 of the Companies Act 2006.12 Records of decisions to be kept Where decisions of the directors are taken by electronic means, such decisions shall be recorded by the directors in permanent form, so that they may be read with the naked eye. APPOINTMENT OF DIRECTORS. 13 Number of directors Unless othenwise determined by ordinary resolution, the number of dlrectors (other than alternate directors) shall not be Subject to any maximum but shall not be less than one. 14 Methods of appointing directors 14.1 Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director: 141.1 by ordinary resolution, or 14.1.2 bya decision of the directors. 142 In any case where, as a result of death or bankruptcy, the company has no shareholders and no directors, the transmittee(s) of the last shareholder to have died or to have a bankruptcy order macle against him (as the case may be) shall have the right, by notice in writing, to appoint a person (including a transite who Is a natural person), who is willing to act and is permitted to do so, to be a director. 143 For the purposes of Article 14.2, where two or more shareholders die in cireumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder. 15 Termination of director's appointment Article 18(c) of the Model Articles shall be amended by the addition of the words “and the Company resolves that his office be vacated’ at the end of the sub-Avicle. 16 _Directors' expenses Article 20 of the Model Aricles shall be amended by the insertion of the words "(including alternate directors) and the secretary (i ary)" before the words “properly incur ALTERNATE DIRECTORS 17 Appointment and removal of alternate directors 17.1 Any director (appointor) may appoint as an alternate any other director, or any other person approved by resolution of the directors, to: 17.1.1 exercise that director's powers; and 17.1.2 camry out that director's responsibilities,18 72 173 Rights and responsibil 18.1 18.2 183 18.4 17.13 in elation to the taking of decisions by the directors in the absence of the alternate’s appointor. Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors, The notice must: 173.1 identity the proposed alternate; and 17.32 in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice. ies of alternate directors Analternate director may act as alternate ditector to more than one director and has the same rights in relation to any decision of the directors as the alternate's appointor. Except as the anicles specify otherwise, altemate directors: 162.1 are deemed for all purposes to be directors; 182.2 are liable for their own acts and omissions. 18.2.3 are subject to the same restrictions as their appointors (including those set out in sections 172 to 177 CA 2006 inclusive and Arlicle ):and 182.4 are not deemed to be agents of or for their appointors, and, in particular (without limitation), each alternate director shall be enttled to receive notice of all meetings of directors and of all meetings of committees of directors of which his appointor is a shareholder, A person who is an alternate director but not a director: 183. may be counted as participating for the purposes of determining whether a quorum is present (but only if that person's appointor is, rot participating and provided that no alternate may be counted as more than one director for these purposes): 183.2 may participate in a unanimous decision of the directors (out only if his appointor does not participate); and 183.3 may sign a writen resolution (but only if it is not signed or to be signed by that person's appointor), ‘A director who is also an altemate director is enttied, in the absence of any of his appointors, to a separate vote an behalf of that appointor, in addition to his own vote on any decision of the directors but he shall count as only one for the purpose of determining whether a quorum is present.19 20 21 185 An alternate director is not entitled to recelve any remuneration from the company for serving as an alternate director except such part of the alternate’s appointor’s remuneration as the appointor may direct by notice in writing made to the company. Termination of alternate directorship ‘An alternate director's appointment as an alternate for any appointor terminates: 19.1 when that appointor revokes the appointment by notice to the company in writing specifying when it is to terminate; 192 when notification is recelved by the Company from the alternate that the alternate is resigning as alternate for that appointor and such resignation has taken effect in accordance with its terms: 19.3 onthe occurrence, in relation to the alternate, of any event which, if it occurred In relation to that appointor, would result in the termination of that appointor's appointment as a director, 19.4 onthe death of that appointor; or 195 when the alternate's appointor’s appointment as a director terminates. SECRETARY Appointment and removal of secretary The directors may appoint any person who is willing to act as the secretary for such term, at such remuneration, and upon such conditions as they may think fit and from time to time remave such person and, if the directors so decide, appoint a replacement, in each case by a decision of the directors. PARTS ‘SHARES AND DISTRIBUTIONS SHARES Further issues of shares: authority 21.1 The following paragraphs of this Article 21 shall not apply to a private company with only one class of shares. 21.2 Subject to Amticle 21.1 and save to the extent authorised by these articles, or authorised from time to time by an ordinary resolution of the shareholders, the directors shall not exercise any power to allot shares or to grant rights to subscribe for, or to convert any security into, any shares in the company. 21.3 Subject to the remaining provisions of this Avticle 21 and to Article 22 (Further issues of shares: pre-emption rights) andi to any directions which may be given by the company in general meeting, the directors are generally and unconditionally authorised, for the purpose of section S51 of the Companies Act 2006 to exerc'se any power of the company to:22 214 213.1 offer or allot 213.2 grantrights to subscribe for or to convert any secunity into; 213.3 otherwise create, deal in, or dispose of, any shares in the company to any person, at any time and subject to any terms and conditions as the directors think proper. The authority referred to in article 21.3: 21.4.1 shall be limited to a maximum nominal value of £1,000; 21.42 shall only apply insofar as the company has not renewed, waived or revoked it by ordinary resolution; and 21.43 may only be exercised for a period of five years commencing on the ate on which the company is incorporated or these articles are adopted whichever is the later, save that the directors may make an offer or agreement which would, or might, require shares to be allotted after the expiry of such authorty (and the directors may allot shares in pursuance of an offer or agreement as if such authority had not expired), Further issues of shares: pre-emption rights 224 222 223 In accordance with section 567(1) of the Companies Act 2006, sections 561 and 562 of the Companies Act 2006 shall not apply to an allotment of equity securities (as defined in section 560(1) of the Companies Act 2006) made by the company, Unless otherwise agreed by special resolution, ifthe company proposes to allot any equity securities, those equity securities shall not be allotted to any person Unless the company has first offered them to all shareholders on the date of the offer on the same terms, and at the same price, as those equity securities are being offered to such other person on a pari passu basis and pro rata to the ominal value of shares held by those shareholders (as nearly as possible without involving fractions), The offer 223.1 shall be in writing, shall be open for acceptance for a period of fifteen working days from the date of the offer and shall give details of the number and subscription price of the relevant equity securities; and 2232 may stipulate that any shareholder who wishes to subscribe for a umber of equity secutities in excess of the proportion to which he is entitled shall, in his acceptance, state the number of excess equity securities (Excess Securities) for which he wishes to subscribe23 24 22.4 Any equity securities not accepted by shareholders pursuant to the offer made to them in accordance with Articies 22.1 and 222 shall be used for satisfying any requests for Excess Securities made pursuant to Article 22.3.2. If there are insufficient Excess Securities to satisfy such requests, the Excess Securities shall be allotted to the applicants as nearly as practicable in the proportion that the number of Excess Securities each shareholder indicated he would accept bears to the total number of Excess Securities applied for (as nearly as possible without involving fractions or increasing the number of Excess Securities allotted to any shareholder beyond that applied for by him). After that allotment, any Excess Securities remaining shall be offered to any other person as the directors may determine, at the same price and on the same terms as the offer to the shareholders. Variation of class rights 234 232 Whenever the capital of the company is divided into different classes of shares, the special rights attached to any class may only be varied or abrogated, either whilst the company is a going concern or during or in contemplation of a winding up, with the consent of the holders of the issued shares of that class given in accordance with Article 23.2, The consent of the holders of a class of shares may be given by: 232.1 a special resolution passed at a separate general meeting of the holders of the issued shares of that class; or 232.2 — awritten resolution in any form signed by or on behalf of the holders of three-quarters in nominal value of the issued shares of that class, but not otherwise. To every such meeting, all the provisions ofthese articles and the Companies Act 2006 relating to general meetings of the company shal appy (with such amendments as may be necessary to gve such provisions efficacy) but so thatthe necessary quorum shal be two holders of shares ofthe relevant class present in person or by proxy and holding or representing not less than one tra in rorrinal value ofthe Issued shares of the relevant class: that every Holder of shares of the class shall be entitled on a pollo one vote for every such share held by him: and that any holder of shares of the class, Present in person or by proxy of (being a corporation) by a duly authorised representative, may demand a poll, If at any adjourned meeting of such holders: such a quorum as aforesaid is rot present, not less than ane holder who Is present in person or By proxy or (being a corporation) by a duly authorised representative shal be a quorum Company's lien over shares ‘The company has a lien (company's lien) over every share, whether or not fully paid, which is registered in the name of any person indebted or under any liability to the company, whether he is the sole registered holder of the share or one of several joint holders, for all monies payable by him (either alone or jointly with any other person) to the company, whether payable immediately or at some time in the future and whether or nota call notice has been sent in respect of It.25 24. 242 The companys lien over a share: 24.1.1 takes priority over any third party's interest in that share, and 241.2 extends to any dividend or other money payable by the company in respect of that share and (f the lien is enforced and the share is sold by the company) the proceeds of sale of that share. The directors may at any time decide that a share which is or would otherwise be subject to the companys lien shall not be subject to it, ether wholly or in part Enforcement of the company's lien 251 252 254 ‘Subject to the provisions of this Article 28. if: 25.1.1 alien enforcement notice has been given in respect of a share, and 25.1.2 the person to wham the notice was given has failed to comply with it, the company may sell that share in accordance with Article 33.8. Alien enforcement notice: 252.1 may only be given in respect of a share which is subject to the ‘companys lien, in respect of which a sum is payable and the due ate for payment of that sum has passed; 2522 must specity the share concemed: 25.2.3 must be in writing and require payment of the sum payable within fourteen days of the notice: 252.4 — must be addressed either to the holder of the share or to a transmittee of that holder; and 252.5 must state the company's intention 10 sell the share if the notice is "rot complied with, Where shares are sold under this Article 25: 253.1 the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser, and 253.2 the transferee is not bound to see to the application of the consideration, and the transteree’s ttle is not affected by any irregularity in or invalidity of the process leading to the sale. The net proceeds of any such sale (after payment of the costs of sale and any ‘other costs of enforcing the lien) must be applied, 25.4.1 first, in payment of so much of the sum for which the lien exists as was payable at the date of the lien enforcement notice,25.42 second, to the person entitled to the shares at the date of the sale, but only after the certificate for the shares sold has been surrendered to the company for cancellation or an indemnity in a form reasonably satisfactory to the directors has been given for ary lost certificates, and subject to a lien equivalent to the companys lien for any money payable (whether payable immediately or at ‘some time in the future) as existed over the shares before the sale in respect of all shares registered in the name of such person (whether as the sole registered holder or as one of several joint holders) after the date of the lien enforcement notice. A statutory declaration by a director or the company secretary (if any) that the declarant is a director or the company secretary (as the case may be) and that a share has been sold to satisty the companys lien on a specified date: 25.5.1 is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and 25.52 subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share 28 Call notices 26.1 Subject to the articles and the terms on which shares are allotted, the directors, may send a notice (call notice) to a shareholder requiring the shareholder to pay the company a specified sum of money (call) which is payable by that member to the Company at the date when the directors decide to send the call notice Acall notice: 26.2.1 must be in writing 262.2 may not require a shareholder to pay a call which exceeds the total amount of his indebtedness or liabilty to the company, 26.2.3 must state when and how any call to which it relates itis to be paid; and 262.4 may permit or require the call to be paid by instalments. A shareholder must comply with the requirements of a call notice, but no shareholder is obliged to pay any call before fourteen days have passed since the notice was sent Before the company has received any call due under a call notice the directors. may: 26.4.1 revoke it wholly or in part, or 26.42 specify a later time for payment than is specified in the notice, by a further notice in writing to the shareholder in respect of whose shares the call is made,ar 28 29 Liability to pay calls ara 272 Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which itis required to be paid Joint holders of a share are jointly and severally liable to pay all calls in respect of that share Subject to the terms on which shares are allotted, the directors may, when issuing shares, provide that call notices sent to the holders of those shares may require them 2731 to pay calls which are not the same, or 2732 to pay calls at different times. ‘When call notice need not be issued 28.1 A .call notice need not be issued in respect of sums which are specified, in the terms on which a share is issued, as being payable to the company in respect of that share 28.1.1 — onallotment; 28.1.2 onthe occurrence of a particular evert; or 28.1.3 ona date fixed by or in accordance with the terms of issue. But if the due date for payment of such a sum has passed and it has not been paid, the holder of the share concerned is treated in all respects as having failed to comply with a call notice in respect of that sum, and is liable to the same consequences as regards the payment of interest and forfeiture, Failure to comply with call notice: automatic consequences 294 a person is lable to pay a call and fails to do so by the call payment date: 29.1.1 the directors may issue a notice of intended forfeiture to that person, and 29.1.2 until the call is pald, that person must pay the company interest on the call from the call payment date at the relevant rate For the purposes of this Article 29: 292.1 the call payment date is the time when the call notice states that a call is payable, unless the directors give a notice in writing specitying a later date, in which case the call payment date is that later date: 29.2.2 the relevant rate is 2922.1 the rate fixed by the terms on which the share in respect of which the call is due was allotted,30 31 32 29.222 such other rate as was fixed in the call notice which required payment of the call, or has otherwise been determined by the directors; or [Link] ino rate Is fixed in either of these ways, five per cent (6%) per annum, 29.3 The relevant rate must not exceed by more than five percentage points the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998. 29.4 The directors may waive any obligation to pay interest on a call wholly or in part. Notice of intended forfeiture 30.1 Anptice of intended forfeiture: 30.1.1 must be in writing, 30.12 may be sent in respect of any share in respect of which a call has ot been paid as required by a call notice; 30.1.3 must be sent to the holder of that share (or, in the case of joint holders of a share in accordance with Anicle 56.3) or to a transmittee of that holder in accordance with Article 56.4; 30.1.4 must require payment of the call and any accrued interest and all expenses that may have been incurred by the company by reason of such non-payment by a date which is not less than fourteen days after the date of the notice: 30.15 must state how the payment is to be made; and 30.1.6 must state that if the notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited, Directors’ power to forfeit shares Ifa notice of intended forfeiture is not complied with before the date by which payment of the call is required! in the notice of intended forfeiture, the directors may decide that any share in respect of which it was given is forfeited, and the forfeiture is to include all ividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture, Effect of forfeiture 2.1 Subject to the artices, the forfeiture of a share extinguishes: 32.1.1 all interests in that share, and all claims and demands against the ‘company in respect of it, and 32.1.2 all other rights and liabilities incidental to the share as between the person whase share it was priar to the forfeiture and the company.33 Any share which is forfelted in accordance with the articles: 322.1 _|s deemed to have been forfeited when the directors decide that it is forfeited; 322.2 is deemed to be the property of the company; and 3223 may be sold, re-allotted or otherwise disposed of as the directors think fit in accordance with Article 33.5. If a person's shares have been forfeited! 32.3.1 the company must send that person written notice that forfeiture has ‘occurred and record it in the register of members; 32.3.2 that person ceases to be a shareholder in respect of those shares; 323.3 thal person must surrender the certificate for the shares forfeited to the company for cancellation 323.4 that person remains liable to the company for all sums payable by that person under the articles at the date of forfeiture in respect of those shares, including any interest (whether accrued before or after the date of forfeiture); and 323.5 the directors may walve payment of such sums wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their cisposal At any time before the company disposes of a forfeited share, the directors may decide to cancel the forfeiture on payment of all calls and interest due in respect of itand on such other terms as they think fi Procedure following forfeiture 334 If a forfeited share is to be disposed of by being transferred, the company may receive the consideration for the transfer and the directors may authorise any person to execute the instrument of transfer. A statutory declaration by a director or the company secretary (if any) that the declarant is a director or the company secretary (as the case may be) and that a share has been forfeited on a specified date: 33.2.1 is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and 332.2 subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good titie to the share A person to whom a forfeited share is transferred is not bound to see to the application of the consideration (it any) nor is that persor’s title to the share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the share,34 35 If the company sells a forfeited share, the person who held it prior to its forfetture is entitled to receive from the company the proceeds of such sale, net of any commission, and excluding any amount which: 33.4.1 was, or would have become, payable, and 33.42 had not, when that share was forfeited, been paid by that person in respect of that share, but no interest is payable to such a person in respect of such proceeds and the company is nat required to account for any money earned on them, All shares to be sold in the enforcement of the company's lien or rights of forfeiture shall be offered in accordance with Anicie 38 (Transfer of Shares: General). ‘Surrender of shares 34. 342 343 344 shareholder may surrender any share: 34.1.1 in respect of which the directors may issue a notice of intended forfeiture; 34.1.2 which the directors may forfeit; or 34.1.3 which has been forfeited. The directors may accept the surrender of any such share. The effect of surrender on a share is the same as the effect of forfeiture on that share. Acshare whieh has been surrendered may be dealt with in the same way as @ share which has been forfeited. Payment of commission on subscription for shares. 35.1 The company may pay any person a commission in consideration for that person: 35.1.1 subscribing, or agreeing to subscribe, for shares: or 35.12 procuring, or agreeing to procure, subscriptions for shares. Any such commission may be paid: 352.1 in cash, or in fully paid or partly paid shares or other securities or parlly in one way and partly in the other; and 35.22 in respect of a conditional or an absolute subscription36 37 38 39 Share certificates 36.1 Article 24(2)(c) of the Model Articles shall be amended by: 36.1.1 the deletion of the word “fully” and the insertion of the words “extent to which’ before the ward "shares": and 36.1.2 the Word “up” at the end of this Article 24(2)(0) Transfer of shares- general 37.1 In these articles, a reference to the transfer of or transferring shares shall include any transfer, assignment, disposition or proposed or purported transfer, assignment or disposition. 37.11 of any share or shares of the company; or 37.12 of any interest of any kind in any share or shares of the company; or 37.13 of any right to receive or subscribe for any share or shares of the company, 37.2 The Directors may, in their absolute discretion, decline to register the transfer of a share whether or not it be a fully paid share. 37.3 If the directors refuse to register a transfer of a share they shall, as soon as practicable and in any event within two morths after the date on which the transfer was lodged with the company, send to the transferee notice of, and the reasons for, the refusal 37.4 An obligation to transfer a share under these articles shall be deemed to be an. obligation to transfer the entire legal and beneficial interest in such share free from any lien, charge or other encumbrance. 37.5 Article 26(1) of the Model Articles shall be amended by the insertion of the words “and (if any of the shares is partly paid) the transferee” at the end of that article Prohibited Transfers Notwithstanding any other provision of these articles, no transfer of any Share shall be registered if itis to any minor, undischarged bankrupt, trustee in bankruptcy or person of unsound mind. Transmission of shares 39.1 Nothing in these articles releases the estate of a deceased shareholder from any liability in respect of a share solely or jointly held by that shareholder. 39.2 Article 27(3) of the Model Articles shall be amended by the insertion of the \Words "subject to the provisions of Article 14.2°, after the inital word "But