HAYLAN DA LE LIMITED Incorporated under the Internationai Business Companies Act 2000 (No.45 of 2000) of the Commonwealth of the Bahamas No. l277358 NOTICE OF RESOLUTION OF THE DIRECTORS TO ALTER THE SHARE CAPITAL OF THE COMPANY AND THE MEMORANDUM AND ARTICLES ASSOCIATION EFFECTIVE 5 JANUARY 2005 Following a resolution of the Directors to divide the par value of the shares of the Company, paragraph 6 of the Memorandum of Association which previously read: ?The authorised capital of the Company is Fifty Thousand Dollars divided into Fifty Thousand (50,000) registered shares with a par value of One Dollar each. The directors are duly empowered to issue registered shares as they may at their discretion determine by resolution.? Shall now read: ?The authorised capital of the Company is Fifty Thousand Dollars divided into Five Million (5,000,000) registered shares with a par value of One Cent each. The directors are duly empowered to issue registered shares as they may at their discretion determine by resolution.? Following a resolution ofthe Directors to divide the par value of the shares of the Company, article 2 of the Articles of Association which previously read: ?The authorised capital of the Company is Fifty Thousand Dollars divided into Fifty Thousand (50,000) registered shares with a par value of One Dollar each. The directors are duly empowered to issue registered shares as they may at their discretion determine by resolution.? Shall now read: ?The authorised capital of the Company is Fifty Thousand Dollars divided into Five Million (5,000,000) registered shares with a par value of One Cent each. The directors are duly empowered to issue registered shares as they may at their discretion determine by resolution.? In all other respects the Memorandum and Articles of Association of the Company remain unaltered. Extracts from minutes of a meeting of the Antiguan Local Directors of Haylandale Limited held on 2 October 2007 Present: Wilson Howard Wilson chaired the meeting. It was decided to review the register ol? shareholdings and other matters. The original register of members prepared for the Company?s registered address in the Bahamas showed one shareholder, Credit Suisse Life and Pensions (Bermuda) Limited (?Credit Suisse?) as holding the entire issued share capital ol'50,000 ordinary shares of each. This may not have been strictly correct as the intention was that the shares should have been registered in the name ol?Mark Wilson as trustee for Credit Suisse and others. As a result, Mark Wilson should have executed declarations of trust in favour of Credit Suisse, Michael Mates, High Octane Fund and Mian Mehraj. The directors of the Company, Whitestone Limited and Waldorf Limited (?the Directors") had given to Mark Wilson a wide power of attorney to act for the Company. Possibly in reliance upon that power, the Company?s lawyers in Antigua prepared certain resolutions the effectiveness ol?which may be open to question. For example, in January 2005 (and there is another resolution dated [5 August 2004 which probably should have been dated 5 January 2005), various changes were made to the Company?s share capital, shareholdings and of?cers. For the avoidance of doubt, it was thought advisable that resolutions confirming the events which have occurred should be put into effect. IT WAS RESOLVED to inform the original directors of the Company, Whitestone Limited and Waldorf Limited (?the Directors?) and submit to them draft written resolutions which, if passed by them and by any other relevant directors would con?rm the proper course of events. Revised registers of members and officers of the Company could then be prepared to reflect the correct situation. Certi?ed to be a true extract from the minutes of a meeting of the local directors of llaylandale Limite . . . Wilson (Chairman ol?the meeting) f??Etiewf-?JBEI? 13:24 Paul?s. Primtir?ie Shop @1252 733759? . as Extracts from minutes of a meeting of the Autiguan Local Directors of Haylandale Limited held on 2 October 2007 Present: Wilson Howard Wilson chaired the meeting. it was as?: .42.-. - the original register of members prepared for the Company?s registered address in the: Bahamas showed one shareholder, Credit Suisse Liie and Pensrons (uerrnuda) Limited (?Credit Suisse?) as holding the entire issued share capital of 50,000 ordinary shares of each. This may not have been strictly correct as the intention was that the shares should have been registered in the name of Mark Wilson as trustee for Credit Suisse and others. As a result, Mark Wilson should have executed declarations of trust in favour of Credit Suisse, Michael Mates, High Octane Fund and Mian Mehraj. The directors of the Company, Whitestone Limited and Waldorf Limited (?the Directors?) had given to Mark Wilson a wide power of attorney to act for the Company. Possibly in reliance upon that power, the Company?s lawyers in Antigua prepared certain resolutions the effectiveness of which may be open to question. For example, in January 2005 (and there l'cuolutiun Julia-1 15 ski-lanai. 3004 ww-hioh Probablp- :koula? hat-Iva Loon. data-1' 5 January 2005), various changes were made to the Company?s share capital, shareholdings and o??icerSTFor?the avoidance of doubt, it was thought advisable that resolutions con?rming the events which have occurred should be put into effect. IT WAS RFSOI .VFD to inform the original directors of the Company. Whitestone Limited curd WaldorfLimitod (??hoDia-octoro?) and euhrnit to them drn?-un?i?an whinh. Ir [mssud My than and by any Othl" dlruulura would un-l?uu. mtg-v -v-r?U.-I gymnast noWilsnn (Chairman ofthe meeting} :25 Paul-'5 Printing Written Resolutions of the Directors of Haylandale Limited 1. Signed .. For Whitestone IT WAS RESOLVED to con?rm that Mark Wilson, Keith Libby and Francis Howard were appointed as directors of the Company (?the New Directors?) with effect from January 2005. IT WAS RESOLVED to con?rm the acceptance of the resignation of White-stone Limited and Waldorf Limited as directors of the Company with effect from January 2005 immediately following upon the appointment of the New Directors. IT WAS RESOLVED to confirm that Jennifer Benjamin was appointed as secretary to the Company with effect from January 2005. IT WAS RESOLVED to con?rm the acceptance of the resignation of Denby Limited as secretary to the Company with effect from January 2005 immediately following upon the appointment of Jennifer Benjamin. IT WAS RESOLVED to con?rm the acceptance of the resignation. of Keith Libby as a director of the Company with effect from 31? December 2006. IT WAS RESOLVED to con?rm the division of the existing authorised and issued share capital of the Company of 50,000 ordinary shares of each (nil paid) into 5,000,000 ordinary shares of one cent each (nil paid) on 5 January 2005 and that the Memorandum of Association of the Company be amended accordingly. IT WAS RESOLVED to confirm that the 5,000,000 shares referred to in the previous resolution were issued on 5 January 2005 for a premium of 19 cents per share with both the par value and the premium initially uncalled. IT WAS RESOLVED to amend the register of members by correcting the entry reading: ?Credit Suisse Life and Pensions (Bermuda) Limited 50,000 ordinary shares? to read: ?Mark Wilson (ref. Credit Suisse and others) of Kingswood House, ?7 Hampstead Gate, Hampstead London NW3, England 50,000 ordinary shares of one cent each?. IT WAS RESOLVED to amend the register of members to con?rm the following registrations of shares following the division of shares referred to in resolution 6 above effective 5 January 2005 into shares of Michael Mates 100,000 shares Ilyas Meh raj 1,350,000 shares High Octane Fund 900,000 shares Mark Wilson (ref. Credit Suisse) 2,650,000 shares Date .. a . [For Wall?an 1 .Id. "rn-rar-r' 13:29 Paul?? F?r?intir'i?a E31252 33339? HAYLANDALE LIMITED Incorporated under the International Business Companies Act 2000 (No.45 of 2000) of the Commonwealth of the Bahamas No. 1271253 NOTICE OF RESOLUTION OF THE DIRECTORS TO ALTER THE SHARE CAPITAL OF THE COMPANY AND THE MEMORANDUM AND ARTICLES OF ASSOCIATION EFFECTIVE 5 JANUARY 2005 Following a resolution of the Directors to divide the par value of the shares of the Company, paragraph 6 of the Memorandum of Association which previously read: ?The authorised capital of the Company is Fifty Thousand Dollars unwueu lulu tiny I Iluusauu (30,000) registered snares With a par value or One Dollar each. The directors are duly empowered to issue registered shares as they may at their discretion determine by resolution.? Shall now read: ?The authorised capital of the Company is Fifty Thousand Dollars (U9350900) divided into Five Million (5,000,000) registered shares with a par value of One Cent each. The directors are duly empowered to issue registered shares as they may at their discretion determine by resolution.? Following a resolution of the Directors to divide the par value of the shares of the Company, article 2 of the Articles of Association which previously read: ?The authorised capital of the Company is Fifty Thousand Dollars divided into Fifty Thousand (50,000) registered shares with a par value of One Dollar each. The directors are duly empowered to issue registered shares as they may at their discretion determine by resolution.? Shall now read: ?The authorised capital of the Company is Fifty Thousand Dollars divided into Five Million (5.000.000) registered shares with a par value of One Cent each. The directors are duly empowered to issue registered shares as they may at their discretion determine by resolution.? In all other respects the Memorandum and Articles of Association of the Company remain unaltered. Extracts from: Written resolutions of the Directors of Haylandale Limited Incorporated in the Bahamas No. 1277358 made on 1: (A 5 I 2' ?v-a-b ?ve-Es . f, . .3. 22 December 2007 That the authorised share capital of the Company be and hereby is increased to divided into 5,000,000 shares of one cent each, (?the Shares?) and $10,000 of new shares being 10,000 shares of each (?the New Shares?) and $500,000 of new shares being 10,000 shares of $50 each (?the New Shares). That the New Shares be issued (nil paid) on the date hereof as follows: Michael Mates 200 shares High Octane Fund 50 shares Mark Wilson (ref. Credit Suisse TM) 5,400 shares Tarik Malik 3,200 shares Francis Howard 1,150 shares That the Memorandum and Articles of Association be amended accordingly. That the directors be and hereby are empowered to cause the register of members to be written up reflecting the above resolutions and to issue the relevant share certi?cates and to af?x the company seal, an impression of which has been made in the margin of these minutes, thereto and to cause the submission to the registrar of companies of copies those resolutions that affect the Company?s Memorandum and Articles ofAssociation. Written Resolutions of the Directors of Haylandale Limited 1. Signed . . . . . . . . . . . . . . . . For Whitestone IT WAS RESOLVED to confirm that Mark Wilson, Keith Libby and Francis Howard were appointed as directors of the Company (?the New Directors?) with effect from 5th January 2005. IT WAS RESOLVED to con?rm the acceptance of the resignation of Whitestonc Limited and Waldorf Limited as directors of the Company with effect from 5?h January 2005 immediately following upon the appointment of the New Directors. IT WAS RESOLVED to con?rm that Jennifer Benjamin was appointed as secretary to the Company with effect from 511' January 2005. IT WAS RESOLVED to confirm the acceptance of the resignation of Denby Limited as secretary to the Company with effect from 5th January 2005 immediately following upon the appointment of Jennifer Benjamin. IT WAS RESOLVED to con?rm the acceptance of the resignation of Keith Libby as a director of the Company with effect from 31" December 2006. IT WAS RESOLVED to confirm the division of the existing authorised and issued share capital of the Company of 50,000 ordinary shares of each (nil paid) into 5,000,000 ordinary shares of one cent each (nil paid) on 5 January 2005 and that the Memorandum of Association of the Company be amended accordingly. IT WAS RESOLVED to con?rm that the 5,000,000 shares referred to in the previous resolution were issued on 5 January 2005 for a premium of 19 cents per share with both the par value and the premium initially uncalled. . IT WAS RESOLVED to amend the register of members by correcting the entry reading: ?Credit Suisse Life and Pensions (Bermuda) Limited 50,000 ordinary shares? to read: ?Mark Wilson (ref. Credit Suisse and others) of Kingswood House, 7 IIampstead Gate, Hampstead London NW3, England 50,000 ordinal",r shares of one cent each?. IT WAS RESOLVED to amend the register of members to con?rm the following registrations ofsharcs following the division of shares referred to in resolution 6 above effective 5 January 2005 into shares of Michael Mates 100,000 shares Iiyas Mehraj 1,350,000 shares High Octane Fund 900,000 shares Mark Wilson (ref. Credit Suisso) 2,650,000 shares 20th December, 2007 Eli-ark W?iisun . . . . .. Francis Howard Data ..2?1th. December; . .2001. .. Extracts from: Written resolutions of the Directors of Haylandale Limited Incorporated in the Bahamas No. 127735B made on 22 December 2007 That the authorised share capital of the Company be and hereby is increased to divided into 5,000,000 shares of one cent each, (?the Shares? and $10,000 of new shares being 10,000 shares of each (?the New Shares?) and $500,000 of new shares being 10,000 shares oi"$50 each (?the New Shares). That the New Shares be issued (nil paid) on the date hereofas follows: Michael Mates 200 shares High Octane Fund 50 shares Mark Wilson (ref. Credit Suisse TM) 5,400 shares Tarik Maiik 3,200 shares Francis Howard 1,150 shares That the Memorandum and Articles of Association be amended accordingly. That the directors be and hereby are empowered to cause the register of members and the register of warrants to be written up re?ecting the above resolutions and to issue the relevant share and warrant certificates and to af?x the company seal, an impression of which has been made in the margin of these minutes, thereto and to cause the submission to the registrar of companies of copies those resolutions that affect the Company?s Memorandum and Articles ot?Association. HAYLANDA LE LIMITED (the "Company") Minutes ofa Meeting ofthe Directors held on 7'h November, 2006. NOTICE: Notice to this Meeting was waived by all persons entitled thereto. REPRESENTED WERE: WHITESTONE LTD. (Represented by Kelcine Smith) WALDORF LTD. (Represented by Lauren Ramsay) . 5 CHAIRMAN OF THE MEETING: Kelcine Smith. Assistant Secretary of WHITESTONE LTD.. Director of the Company, was elected Chairman of the meeting. SECRETARY OF THE MEETING: Lauren Ramsay, Assistant Secretary of WALDORF LTD.. Director of the Company. was elected Secretary of the Meeting and acted as such. recording the minutes thereof. IT WAS RESOLVED: To grant, as it is in effect granted. a General Power of Attorney in favour of MARK WILSON, with domicile at Brodick Farmhouse, Lower Hale, Farnham. QRP. to act pursuant to the powers described on the attached page. TERMINATION: There being no other business. the Meeting ended. ?1 4 By WH ITESTONE LTD. Director By ALDORF LTD. Direct Kelcine Smith?Assistant Secretary Lauren Ramsay?Assistant Secretary Chairman of the Meeting Secretary of the Meeting 5. That FAITH FOUNDATION, Shareholder of WHITESTONE LTD.., is a Panamanian Private Foundation, protocolized by means of Public Deed Number 4783 of the 23rd day of April 1998 of the Of?ce of the 5th Notary Public and registered at the Private Foundations Section of the Public Registry of Panama at Microjacket F.I.P. 001093, Reel 674 and Frame 0049 as ?'om 30th April, 1998. 6. That according to the Fifth Article of the Regulations of FAITH FOUNDATION Charitable Institution named THE INTERNATIONAL RED CROSS is designated as the Principal Bene?ciary of the Foundation. . Dated this 21st day of December 2004. [eticia onto Director/Secretary The undersigned, LETICIA MONTOYA, Director and Secretary of WALDORF LTD. CERTIFICATE OF THE SECRETARY OF WALDORF LTD. (?the Company?), does hereby l. 2. CERTIFY: The current directors of the company are: FRANCIS PEREZ Domiciled at Urb. Quintas de Monticcello Ave. Sta. Maria del Fiore No.3-43 Panama, Rep. de Panama LETICIA MONTOYA Domiciled at Residencial Vacamonte Ciudad Vacamonte, No. M-4 Panama, Rep. de Panama HERCILIA MOLINA DE ZELAYA Altos de Cerro Viento, Calle 4 No. 1307 Panama, Rep. de Panama KATIA SOLANO Domiciled at Urb. Villa Lucre Cl. 26, No.3 Panama, Rep. de Panama ABDIEL UNEZ La Pesa, Palmira Panama, Rep. de Panama 9 That the Company was incorporated under the laws of NIUB as an International Business Company numbered 006054 on the 21? day of March, 2000. Director, President Director, Secretary Director, Assistant Secretary Director, Assistant Secretary Director, Assistant Secretary That the corporation have issued one (1) share certi?cate of FIFTY THOUSAND (50,000) shares, with a nominal value of ONE DOLLAR each share, in exchange for their nominal or par value. That the holder of the above mentioned share certi?cate is FAITH FOUNDATION. 5. That FAITH FOUNDATION, Shareholder of WALDORF LTD., is a Panamanian Private Foundation, protocolized by means of Public Deed Number 4783 of the 23rd day of April 1998 of the Of?ce of the 5th Notary Public and registered at the Private Foundations Section of the Public Registry of Panama at Microjaeket F.I.P. 001093, Reel 674 and Frame 0049 as from 30th April, 1998. 6. That according to the Fifth Article of the Regulations of FAITH FOUNDATION Charitable Institution named THE INTERNATIONAL RED CROS is designated as the Principal Bene?ciary of the Foundation. . Dated this 21st day of December 2004. Leticia Monto? Director/Secretary CERTIFICATE OF THE SECRETARY OF DENBY LTD. The undersigned, LETICIA MONTOYA, Director and Secreme of DENBY LTD., (?the Company?), does hereby 1. 2. CERTIFY: The current directors of the company are: FRANCIS PEREZ Domiciled at Urb. Quintas de Monticcello Ave. Sta. Maria del Fiore No.3-43 Panama, Rep. de Panama LETICIA MONTOYA Domiciled at Residencial Vacamonte Ciudad Vacamonte, N0. M4 Panama, Rep. de Panama HERCILIA MOLINA DE ZELAYA Altos de Cerro Viento, Calle 4 No. 1307 Panama, Rep. de Panama KATIA SOLANO Domiciled at Urb. Villa Lucre Cl. 26, No.3 Panama, Rep. de Panama ABDIEL NUNEZ La Pesa, Palmira Panama, Rep. de Panama That the Company was incorporated under the laws of NIUE as an International Business Company numbered 006055 on the 21st day of March, 2000. Director, President Director, Secretary Director, Assistant Secretary Director, Assistant Secretary Director, Assistant Secretary That the corporation have issued one (1) share certi?cate of FIFTY THOUSAND (50,000) shares, with a nominal value of ONE DOLLAR each share, in exchange for their nominal or par value. That the holder of the above mentioned share certi?cate is FAITH FOUNDATION. 5. That FAITH FOUNDATION, Shareholder of DENBY LTD., is a Panamanian Private Foundation, protocolizcd by means of Public Deed Number 4783 of the 23rd day of April 1998 of the Office of the 5th Notary Public and registered at the Private Foundations Section of the Public Registry of Panama at Microjacket F.I.P. 001093, Ree1674 and Frame 0049 as ?'om 30th April, 1998. 6. That according to the Fi?h Article of the Regulations of FAITH FOUNDATION Charitable Institution named THE INTERNATIONAL RED CROSS is designated as the Principal Bene?ciary of the Foundation. . Dated this 21st day of December 2004. i Leticia ?ontog Director/Secretary MINUTES OF A MEETING OF THE DIRECTORS OF HAYLANDALE LIMITED Minutes of a Meeting of the Directors held on 6th November, 2003. NOTICE: Notice to this Meeting was waived by all persons entitled thereto. REPRESENTED WERE: WHITESTONE LTD. (Represented by LETICIA MONTOYA) WALDORF LTD. (Represented by DARLENE BAYNE) CHAIRMAN OF THE MEETING: LETICIA MONTOYA, Director and Secretary of WHITESTONE LTD., Director of the Company, was elected Chairman ofthe Meeting. SECRETARY OF THE MEETING: DARLENE BAYNE, Assistant Secretary of WALDORF LTD., Director of the Company, was elected Secretary of the Meeting and acted as such. IT WAS RESOLVED: That the Registered Agent of the Company, Mossack Fonseca Co. (Bahamas) Limited, Saffrey Square, Suite 205, Bank Lane, P. 0. Box Nassau, Bahamas, be and is hereby con?rmed; That the Registered Of?ce of the Company, Saffrey Square, Suite 205, Bank Lane, P. O. Box Nassau, Bahamas, be and is hereby con?rmed; That the appointment of WHITESTONE LTD. and WALDORF LTD., as Directors of the Company be and is hereby con?rmed; That the appointment of DENBY LTD., as Secretary of the Company be and is hereby approved; That the Company?s common seal be and is hereby adopted, and an impression of same be made in the margin of this resolution for the purpose of identi?cation; To authorize, as it is hereby authorised, the issuance of ONE (1) share certi?cate in favour of CREDIT SUISSE LIFE PENSIONS (BERMUDA) LIMITED for FIFTY THOUSAND (50,000) shares with a nominal value of ONE DOLLAR each share, in exchange for their nominal or par value. Signed this 6th day of November, 2003. Bi 1.2171). - Director By WALDORF D. iregbr Leticia Montoya Director/Secretary Darlene Bayne ssista Secretary Chairman of the Meeting Secretary of the Meeting HAYLANDALE LIMITED (the "Company") Minutes of a Meeting of the Directors held on 6til November, 2003. NOTICE: Notice to this Meeting was waived by all persons entitled thereto. REPRESENTED WERE: WHITESTONE LTD. (Represented by LETICIA MONTOYA) WALDORF LTD. (Represented by DARLENE BAYNE) CHAIRMAN OF THE MEETING: LETICIA MONTOYA, Director and Secretary of WHITESTONE LTD., Director of the Company, was elected Chairman. of the Meeting. SECRETARY OF THE MEETING: DARLENE BAYNE, Assistant Secretary of WALDORF LTD., Director of the Company, was elected Secretary of the Meeting and acted as such, recording the minutes thereof. IT WAS RESOLVED: To grant, as it is in effect granted, a General Power of Attorney in favour of MARK WILSON, with domicile at Brodick Farmhouse, Lower Hale, Farnharn GU9 9RP, to act pursuant to the powers described on the attached page. TERMINATION: There being no other business, the Meeting ended. Wk (35% Om 4. 5% ,5 WHITESTONE D. Director By WALDO LT i ector Leticia Montoya - hector/Secretary Darlene Bay As ista Secretary Chairman of the Meeting Secretary of the Meeting MINUTES OF A MEETING OF THE DIRECTORS OF HAYLANDALE LIMITED Minutes of a Meeting of the Directors held on 6m November, 2003. NOTICE: Notice to this Meeting was waived by all persons entitled thereto. REPRESENTED WERE: WHITESTON LTD. (Represented by LETICIA MONTOYA) WALDORF LTD. (Represented by DARLENE BAYNE) CHAIRMAN OF THE MEETING: LETICIA MONTOYA, Director and Secretary of WHITESTONE LTD., Director of the Company, was elected Chairman of the Meeting. SECRETARY OF THE MEETING: DARLENE BAYNE, Assistant Secretary of WALDORF LTD., Director of the Company, was elected Secretary of the Meeting and acted as such. IT WAS RESOLVED: 1. That the Registered Agent of the Company, Mossack Fonseca Co. (Bahamas) Limited, Saf?'ey Square, Suite 205, Bank Lane, P. O. Box N-8188, Nassau, Bahamas, be and is hereby con?rmed; 2. That the Registered Of?ce of the Company, Saffrey Square, Suite 205, Bank Lane, P. O. Box Nassau, Bahamas, be and is hereby con?rmed; 3. That the appointment of WHITESTONE LTD. and WALDORF LTD., as Directors of the Company be and is hereby con?rmed; 4. That the appointment of DENBY LTD., as Secretary of the Company be and is hereby approved; 5. That the Company?s common seal be and is hereby adopted, and an impression of same be made in the margin of this resolution for the purpose of identi?cation; 6. To authorize, as it is hereby authorised, the issuance of ONE (1) nominative share certi?cate, of FIFTY THOUSAND (50,000) shares with a nominal value of ONE DOLL AR each share, in exchange for their nominal or par value. Signed this 6th day of November, 2003. Bi - Director Las/y WALDORF D. Dir 0r Leticia Montoya Dire tor/Secretary Darlene Bayne ssist nt Secretary Chairman of the Meeting Secretary of the Meeting HAYLANDALE LIMITED (the "Company") I, the undersigned, WHITESTONE LTD, being the sole director of the Company, do hereby set down the following on record: To appoint, as they are hereby appointed, WALDORF LTD., as Director and DENBY LTD., as Secretary of the Company. Therefore, the current Directors and Officers of the Company are the following: WHITESTONE LTD. - Director WALDORF LTD. - Director DENBY LTD. - Secretary Signed this 61h day of November, 2003. WHITESTONE LTP. - Director Leticia Montoya - Direetor ISecretary