Va Gesendel: Mama 15 Marl 2010 1417 An: Jh setren: Re: Our meellng on Monday, March 8, 2010 Anlage . 027.xl 027 Panama ProxyDOC; LO MBA CRA Cos our, 027 BVI proxydoc; Wisdom BAH proxy doc; 1. ProFees Euro moor thank you lor your visit and me explanations given in the manner. We have no aglee on group level on the way no proceed. I hope to be able to elannly some queslions ihis week. and cenalnly gel in much again next week. Best ne ands B- Privalc Bunk C-B- Head or leale'unealm Solunnonns Luxemboulg HSEC Privale em ntuxenuoouroi A 16 boulevard Aweuores PO EM 733 7 Luxemboulg 452 479 33 em 1 'hsbc bcom uuw com Ar Award sewlcer luno our more our 2010 accolades al Ary uelenls email releunng lo llrarcnal oreuuons 0l sewlces are uneunueu iol llniolmallor ounueses Dnly The exwessed am eshmales gnuenn oesi nuooemeul al me me or urnnung am are Sumecl no change wniroun nnonnoe This documerl ooes uen selnoniennonn en aw oilel no ourorese or suoscrme lovale lrveslmenl nusnrumem on service in where nnenu anypelsor uronu such solicnlallor oi aw onen morn oe unnleulul This dimmer! am we llniolmallon Conlalred harem were wepaled based DH ooienueu sources may>> were believed no oe reliable on union uere vol lrdeperderllv velliled HSEC Privale em ntuxenuoouroi A makes r0 gualawlees represenniennonns or wermnnes enno r0 or as no me acculacy or oounoleneuess on uooumeuls or llnlolmallor corlamed harem -mmu) n, m- Subled Oul meellng on Monday' March E. 2010 10 0320101519 first of all my wife and 1 would like to thank you again for the meeting on Monday March 8111 2010. As explained nluning our meeting. in order In distant HSBC and its oliems from such unserious provider, the best solution would be to transfer the companies presently registered with Mos, uCk Fonseca ID Morgan Morgan as new registered agent. We would then be able to continue servicing HSBC with the same reliable. professional and confidential manner as in the past 14 years. Please find attached the list with active companies registered in Bahamas. BVI and Panama. In order to transfer these companies kindly read the following infos: In order to transfer these companies to the new provider and change the board of directors at the same time. we would need to receive the attached shareholders' proxy duly completed and signed. According to Panamanian law the simple possession of bearer shares give the person full rights of a shareholder. Also attached a Legal Opinion referring to the effects ofa change of registered agent as well as the shareholders' rights of bearer shares. 0ne resolution can resolve the transfer for several companies as long as the shareholder is the same. A copy by email should be sent first followed by the originals to be sent by regular mail to our office. Copies and originals need to be sent to the new registered agent who will proceed with the registration. Kindly note that such change would only amend the anicle referring to the Company's Registered agent as well as the nomination of the directors and officers. The rest of the Company's statutes as well as all documents ever issued or signed by the Company's former directors will remain valid. All costs in connection with the transfer will be assumed by the new registered agent. Bahamasr' In order to transfer these companies to the new provider and to change the board of directors at the same time, we would need to receive shareholders' proxy duly completed and signed. The shareholder is the person/company listed in the share register. In BVI and Bahamas it is necessary to issue one Proxy for each company . So the attached Proxy is only a draft and cannot be signed as it is. A copy by email should be sent first followed by the originals to be sent by regular mail to our office. Then copies and originals will be sent to the new registered agent who will proceed with the registration. All costs in connection with the transfer will be assumed by the new registered agent. Your only cost would be the 2010 annual invoice. Finally, please find attached our schedule of fees. For funher assistance please feel free to contact us. We appreciate to be of service. Best regards, I- Tel: +352 Fax: +352 a3m . SAVE PAPER THINK BEFORE You This Email is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part ofit. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return Ermail. lntemet communications 2 cannot be guaranteed to be timely, secure, error or virus-free. The sender does not accept liability for any errors or omissions. **************************************************************** 3 Camp-"y m- RESOURCES LTD DELVATIS A ENTERPRISES A REAL 5:1sz LIMITED auwms mamas Lm SEGAR TRADING UMIYED Lm CARRERAS ASSEYS uwsn HAPPV wow: sEcuRmEs PANVINVEST CONSULTING cow RWALDO coNsumNa A SALOMON CONSULTANTS Lm uLvssEs ASSETS Lm ALEACETE emu; we ALDO emu? me ALWIS me ARLHAM CORP ASANH eon? PORTFOUO A Avsmukw mADmc A aANvoN eon? BAREYA Homwe A BLUE CLX CORP HOLDING A ASSOCIAYES we CENYAURIS mm A CHARTFIELD MARKETING CORP CHELTENHAM CAFITAL CORP mRauE we COMRAS INVERNAHONAL CORP INVESTMENYS A DANZING emu? CORPORAHON DAVANA A news: CONSULTANYS we Juli: LuxN' 027/193 aw aw aw aw aw aw avz avz avz avz avz avz uzmss uzmm uzmze 027/192 027/022 uzmzs u27/Dz4 027/053 uzmms uzmnz uzmm uzv/ma uzmn 027/153 027/179 027/143 uzmms uzmse 027/157 uzmm uzmss uzmss uzmae uzv/m uzmm uzmsu uzmaa uz7/Isu uzmns uzmae 027/149 027/133 Dir-mars De I -P-- BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER DONAYA we DURMASY eowANv we DWAUNCORF EMMA RESOURCES A mums A Eoumzs A EVOCSA rAMAms CORPORATION GIALLARINC HEUODOR FROPERHES we HEXAGON usvaowsm A eon? eros cow JUNSON EmERmsEs we KEV GLOBAL we ueoRNE mADwe COMFANV we MNROSESA LAKE A NAunuuswn we SA NORMALTOWN cow OKEFENOKEE omeNAL we ORUGA we FANYHERA PROPERTIES A szno we REMOS men ASSEY MANAGEMENT A SADONVXCORPORAHON SOL DEL emu; A senoss cow YARZAN 027/146 027/175 027/155 uszuvz mwma mwmu u27/I54 uzv/m 027/152 027/191 uzmas mwmu 027/152 027mm 027/159 uzv/m uzmae uzmss uszusv uzmas uszuvv uzmae uszuve mum uszuvA Hflm4 027/142 uszuse uzmas mum 027/147 027/174 027/187 027/135 BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER NO AVNLABLE BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER NO AVNLABLE BEARER BEARER BEARER BEARER BEARER BEARER ULIG can; USURANAINC wen cow cow cow nmamneESA zuzum CAPITALSA ALEONY SA Amso REAL ESTAYE A ANCAR WC cow BALDUR ASSETS A amst COUNTY BUZZARD HOLDINGSINC COAST FARTNERS covax WC DANFORD A cow was CAPITALSA GIBBS cow HALL GROUPSA HAWK EUSWESS A IRELAND CONSULYANTS snow JAFIRASA JAVKO ASSOCIATE EoumEs A MENES HOLDINGS cow NAPOLEON emu; A NORTON cow FEARLY WC RUSYELO mAmNe can; aneALLs GLOBAL INCORFORAYED BUSINESS 3 A 027/134 uzmaa 027/132 uzv/m uzmas uzmau uzv/m FAZ uzmna FAZ uz7/Izt FAZ amuse FAZ uz7/I'H FAZ uzmnu FAZ uzmn FAZ uzmm FAZ uzmm FAZ uzmzs FAZ 027/064 FAZ uzmm FAZ uzmzz FAZ uzmza FAZ uzmza FAZ 027/194 FAZ 027/134 FAZ uzmns FAZ uzmzv FAZ 027/1 '9 FAZ uzmzz FAZ 027/124 FAZ uzmne FAZ 027/1"! FAZ 027/052 FAZ 027/062 FAZ 027/037 FAZ uzmss FAZ 027/075 FAZ uzmzs BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER nuA SA YORNEELL MANAGEMENY can? YRMANUS mam>>: we vowm emu; A VOYAGER CAFWAL CORPORAHON vuLmRE we HORSE consumwe A wwer m2 uzmss m2 027/an m2 uzv/m m2 uzmnz m2 027/113 m2 027/568 m2 uzmss m2 uzvms m2 uzv/m BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER BEARER MARRE, BERNAL ASOCIADOS 5'7 Abogadoe "Montana. hard 14 mama ud- Chaim a mum mun mkfiubwram Panama, February 23", 2010 PRIME CORPORATE SERVICES S.A. 583, rue Principal: L76990 Rameldang: Luxembourg Dear Sirs: We are lawyers, admitted to practice law in the Republic of Panama. and qualified to advice on the laws of the Republic of Panama. including in particular the laws regarding Panamanian Corporations. We have been contacted by third party regarding the procedures to legally transfer a Panama Corporation from one Registered Agent to another, Changing the Board of Directors, as well as all the relevant legal implications for such moves. 1. Documents For the purposes of this opinion, we have examined copies of the following documents, A. The Corporation Law of the Republic of Panama (Law No. 32 of the 26Lb of February, 1927) El Law No, 53 0f1917 1. Assumptions For the purposes of this opinion we have assumed Without investigau'on: A. That the [Ki-rinks of incorporation of each of the Panamanian Corporau'ons involved do not limit or mstu'ct the role of the Shareholders to their capacity to act on bchalf of the Corporations. B. That the Articles of Incorporation of each of the Panamanian Corpuratiuns do not limit or restrict the use ol meies in (mitt [or the Shareholders to delegate their representation to third parties. C; That each of rhe Corporations is eurrently in Gooel Standing with the Panarnanian Fiseal Authorities. 3. Opinion Basecl upon and subjeet to the foregoing, 3nd subjeot to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion that: (A) Aeeording to Panama Corporate Law, a Shareholder Resolution wher'eljy the msjority, if not all of the Shareholders are present or (11113: represented, ean amencl an}; of its Artieles, in partieulan the jartiele whioh states who will be Ehe Registered Agent of the Corporstion. Eor thjs purpose, s prior notiee should be sent to all of the shareholders whieh will inolude the purpose or purposes of why the meeting is being eallecl for, es well as the plaee and Eirne it will be held to ensure its validity. Once the meetjng is held, and a Resolution passed by the majority, then the Shareholders ean legally appoint a new Registered Agent and duly authorize an}: person to Eile this amendrnent of its Artieles of Ineorporation in the PanaIns Publje Registry. (B) Aeeording to Panaros Corporate Law, a Shareholder Resolution whereby the majority, if not all of the Shareholders are presenr or duly represented, ean appoint or remove an}:r of Ehe DirectorfOlfieers of a Corporation. As in point a prior notiee should be sent to all of the shareholders Whieh will include the purpose or purposes of why the meetzing is being oalled for, as well es the plaee ancl tirne it will be held to ensure its validity. Onee Ehe rneeting is held, 3nd a Resolution passed by the majority, Ehen the Shareholders ean legally appoint or remove an}; of the Directorfüffieers ancl duly authorize an}; person to reeord this Resolution in the Panarna Publie Registry. (C) Aecordjng to Panarns Corporate Law‚ in partieular Article. 4?, it is elear that: “In all shareholder Ineetjngs an}; shareholcler ms}; be represented b)? a proxy, who need not be a shareholcler, Who may be appointed by a publie or private doeument, with or Witl‘lout powers of substirution." (ol) In the esse of a holder of a bearer share eertjfieate he shall have the right at s Shareholders Meeting to one vote for eaeh shsre with Vüljllg rights es stated in Artiele 46 of the Corporate Law. More importantly, it is eonsielered by Law es ststed in Article 59 of the Law No. 52 of 1591?, that; ‘The holder of a negotiable instrument, shall be eonsiclered prima fade 3s the rightful owner of sueh doeurnent". _ Consequently, the holder of a bearer share certjfieate shall be reeognized es Ehe rightful owner of those shares, sinee simple possession of the eertifieste evidences ownership of the same. (0.2) On the other hand the holder of a registered or nominative share certificate issued in his name, can either ac: on his behalf or issue a proxy to a third party in order to be represented in a Shareholders meeting. (D) According to Panama Corporate Law, a change of Registered Agent does not in any way affect the current legal status of the company, nor hinder any of the lights or obligations i: has previously acquired with any third parties. Moreover, the Corporation can (any about its day to day business or opernu'ons without any interruption or restrictjuns once the rhange of Registered Agent is approved by the Shareholders and duly recorded at the Panama Public Registry We express no opinion as to any law other than Panamanian law in [nice at and as interpreted at the date of this opinion. We are not qualified to, and we do not, express an opinion on the laws of any ntherjurisdicuan. This opinion is given solely for your benefit and for the benefit of your legal counsel and is not to be relied upon by or communicated to any other person or for any other person. nor is it [0 be qunred or made public in any way without our prior written consent. Yours faithfully, Es" m, E5 .tf, E3 ä .fi m "I --. 6:! D ‚ä, J .gj’ m 'I' L'l. qm": flu' ääg __‚.I E #5:? '= i JE; 1a j II-„i T a}: L..._._._.___ „m- fiPOSTlLLE Convention de Ia haye du 5 mit:be 1961 1 Pais PANAMß. EI presente dacumenta pü _.- 2 ha sido finnado poi- _ 3 quäen actua e saiicäa" m 4 y esta revestidFdei milmfiämhre de W G RTIFIÜEÜÜ r . BEI MR 3018. 5 EH Panamä _______ Ei {2% daa ‚. _ . _ 7 pur DIRECCI M ADMMETRATIWÄ ß Bajo el nümer /- 332—— . q Selloltsrnbre 1D FII‘I‘TIE 94W Ä iäwfim‘fi‘fi 4,“.- . ‚1+. wär'fi _ L—‘zääa ämazrizmäfin nü umpieca Fääfifsüfläabilifiad an warm: ai mnteniün (ja—"s! rian m-‚Enm. The undersigned, holder of the totality of the issued and outstanding shares of DELVATIS S.A. JUNIOR ENTERPRISES SA. OCEANVIEW REAL ESTATE LIMITED OUINTUS PARTNERS LTD. SEGAR TRADING LIMITED WALLIS FINANCIAL LTD. CARRERAS ASSETS LIMITED HAPPY WORLD SECURITIES CORPORATION PANVINVEST CONSULTING CORP. RIVALDO CONSULTING SALOMON CONSULTANTS LTD. ULYSSES ASSETS LTD. herebi irant a special Power of Attorney (proxy) to J. E. S-and/or M. de 0- to conduct a shareholder's meetings of the Company, to be held at Street 53E, Urbanizacien Marbella, MMG Tower, Floor 16, Panama, Republic of Panama, and in such meetings resolving: 1. Terminate the appointment of MOSSACK FONSECA CO. (B.V.I) LTD. as Registered Agent and Registered Office of the Company and appoint Morgan Morgan Trust Corporation Limited to be the Registered Agent and Registered Office of the Company. 2. App DE LFas Director/Preside -A as Director] ecretary and C- as Director/Treasurer due to the removal of the current Board of Directors and Officers of the Company. This proxy shall have right to waive notice of the meeting and to take any action that they deem proper or necessary. Dated: Full Name(s) and Signature(s) Shareholder(s) The undersigned, being the holder of the totality of the issued and outstanding shares of WISDOM RESOURCES LTD. hereby grant a special Power of Attorney (proxy) to Jose E. Silva and/or Dianeth M. de Ospino to conduct a shareholder's meetings and in such meetings resolving: for the purpose of: 1. Terminate the appointment of MOSSACK FONSECA CO. (BAHAMAS) LTD. as Registered Agent and Registered Office of the Company and appoint MMG BAHAMAS LTD as Registered Agent and Registered Office of the Company; and 2. A ointin K-DE _as Director/President, ipi as Director/Secretary and C- as Director/Treasurer due to the removal of the current Board of Directors and Officers of the Company. This proxy shall have right to waive notice of the meeting and to take any action that they deem proper or necessary. Dated: PROFESSIONAL FEE SCHEDULE ACQUISITION FEES (Shelf Company or New Incorporation): This includes ree <