Company No.

6294225

PRIV ATE COMPANY LIMITED BY SHARES

WRITTEN RESOLUTIONS

of

BDBeo NO. 819 LIMITED

("the Company")

Pursuant to Chapter 2 of Part 13 of the Companies Act 2006, the following special resolutions were duly passed on 17 December 2007

SPECIAL RESOLUTIONS

1 ALTERATION OF MEMORANDUM OF ASSOCIATION

1 1 THAT the Company's memorandum of associatron be altered by the adoption of a new objects clause 3, III the form annexed to this resolution

2 ALTERATION OF ARTICLES OF ASSOCIATION

2 1 THAT the draft regulations produced to the meeting and, for the purposes of identification, attached to this resolution are adopted as the articles of aSSOCIatIOn of the Company in substitunon for, and to the exclusion of, the existmg articles of aSSOCIatIOn

.~

DIrector

A04 19/1212007 476

COMPANIES HOUSE

5112000 02

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1M-

The Companies Acts 1985 and 2006 Private Company Limited by Shares

MEMORANDUM

AND ARTICLES OF ASSOCIATION

of

BDBCO NO.819 LIMITED

Date of Incorporation: 27 June 2007

Memorandum & Articles of Association amended 17 December 2007

Registration Number: 6294225

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No: 6294225

The Companies Act 1985 and 2006

Private Company Limited by Shares

MEMORANDUM OF ASSOCIATION

of

BDBCO No.819 LIMITED

Incorporated on 27 June 2007

As amended on 17 December 2007

The Company's name IS "BOSCO No 819 LIMITED",

2 The Company's registered office will be situated 10 England & Wales

3 The object of the Company IS to carryon business as a general commercial company Without prejudice to the generality of this object and the powers of the Company derived from the Act, the Company has power to do all or any of the following things -

3 1

To undertake the office of, and act as trustee, adrmmstrator, manager, agent, attorney or nominee of or for any person or persons, trust, company, corporation, government, state, colony, province, dormruon, sovereign or supreme, municipal, local or otherwise, and generally to undertake, perform and discharge any trusts, or trust agency busmess, and any office of confidence

32

To act as executors and trustees or attorney admuustrators of the will or other testamentary disposition or the estate of any person dying testate or mtestate, as bondsmen for the due adrrumstranon of the estate of any deceased person, or as receivers or managers of or holders of any office 10 connection With the estate or property of any person and in particular and Without hrrntmg the generality of the above to act as judicial and custodian trustees, trustees for the purpose of the Settled Land Acts, trustees for the holders of debentures and debenture stock and to act as receivers, managers and hquidators

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To undertake and perform all the duties and functions which may by law be undertaken and performed by a corporate trustee

34

To act as nommee or agent either solely or jointly for any person or persons, company, corporation, government, state or province or of any murucipal or other authonty or public body

3 5

To buy, sell, underwnte, Invest in, exchange or otherwise acquire, and to hold, manage, develop, deal With and tum to account any bonds, stocks, oblrgations or secunties of Bntish, foreign, or colornal governments, states, dorrumons, sovereigns, provinces, mumcipahties, or ruling or public authonties, or the bonds, debentures, debenture stocks, scnpts, obliganons, shares, stocks, whether equmes of redemption, and whether by way of contnbutory mortgage or otherwise of any company or any other entity whatsoever

3.6

To hold m trust as Trustees, or as nominee, of any person or persons, company, corporation, government, state, or province, or any murucipal or other authority or pubhc body, and deal WIth, manage and turn to account, any real and personal property of all kinds, and In particular shares, stocks, debentures, debenture stock, bonds, secunties, and Investments of all kinds, policies, book debts, claims, and chases m acnon, lands, buildings, hereditaments, business concerns, and undertakings, mortgages, charges, annutties, patents, licences and any Interest In real or personal property, and any claims against such property or against any person or company

3 7

To hold m safe custody such securities or other documents, gold and other precious metals, Jewellery, plate, and other valuables of whatever kind or nature the same may be as shall be entrusted to and accepted by the company for the safe custody upon such terms and conditions as the company may from time to time determine

38

To act as the fiscal or transfer agents or registrars of shares, stock, bonds and other secunties of any government, state, mumcipahty, body pohuc, corporation or company and In such capacity to receive and disburse money, to transfer, register and countersign certificates and like documents, and to act as agents of any person or persons or any governmental or other body, corporate or umncorporate, for any lawful purpose

39

To act under the order or appointment of any competent court or other judicial authonty or of any individual by Will or deed as guardians or trustees of the estate of any minor

310

To take, accept and execute any and all such legal trusts, agencies, duties and powers In regard to the holding, management and drsposiuon of any estate, real or personal, and the rents and profits thereof as may be granted or confided to the company by any court or judicial authority or by any person or persons or any governmental or

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other body, corporate or unincorporate

3 11 To enter Into any bond or contract of Indemnity with any state or pubhc office or department for the purpose of secunng the due performance by the company of any office or trust undertaken by It

3 12 To pay for any property or assets acquired by the company erther m case or fully or partly paid shares or by the Issue of debentures, debenture stock, bonds, obhgations or secunties or partly m one mode or partly in another and generally on such terms as may be determmed

3 13 To purchase, take on lease or exchange or by any other means acquire any freehold, leasehold or other property for any estate or interest whatever or in respect of any property, any buildmgs, offices, lands, factones, vehicles, plant, easements and any real or personal property of any kind necessary or convenient for the purpose of or in connection with the company's bus mess or any branch or department thereof.

3 14 To draw, make accept, indorse, discount, execute, and Issue promissory notes, bills of exchange, and other negotiable or transferable instruments

3 15 To make loans and advances WIth or Without secunty, to guarantee the fulfilment of contracts and obhgations, and to give indemruties

3 16 To apply for, register, purchase or by other means acquire and protect, prolong and renew whether 10 the Uruted Kmgdom or elsewhere any patents, patent nghts, brevets d'rnvention, licences, trade marks, designs, protections and concessions which may appear likely to be advantageous or useful to the company and to use and turn to account and to manufacture under or grant hcences or pnvileges In respect of the same, and to expend money 10 expenmentmg upon and testmg and improvmg or seeking to Improve any patents, mventrons or nghts _ which the company may acquire or propose to acquire

3 17 To Issue upon such terms as may be thought expedient pohcies of insurance against loss, whether by reason of damage, theft or otherwise in respect of any of the goods sold, supphed or dealt WIth by the company and to act as msurance agents

3 18 To borrow or raise or secure the payment of money for the purposes of or 10 connection With the company's busmess

3 19 To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and all or any of the uncalled capital for the tune being of the company, and to Issue at par or at premium or discount, and for such consideration and With and subject to such nghts, powers, pnvileges and condrtions as may be thought fit, debentures or debenture stock, either permanent or redeemable or repayable and collaterally or further to secure any

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secunties of the company by trust deed or other assurance

To Issue and deposit any secunties which the company has power to Issue by way of mortgage, to secure any sum less than the nom mal amount of such secunties and also by way of secunty for the performance of any contracts or oblrgations of the company or of its customers or other persons or corporations having dealings with the company, or m whose busmesses or undertakmgs the company IS mterested, whether directly or indirectly,

To receive money on deposit or loan upon such terms as the company may approve, and to guarantee the obligations and contracts of any person, finn or company

To establtsh and mamtain or procure the establishment or maintenance of any non-contnbutory or contributory pension or superannuation funds for the benefit of and to give or procure the givmg of donauons, gratuities, pensions, allowances or emoluments to any persons who are or were at any time In the employment or service of the company or Its predecessors In business or of any company which IS a subsidiary of the company or IS allied to or associated With the company or With any such subsidiary or who are or were at any time directors or officers of the company or of any such other company as aforesaid, and holding any salaned employment or office m the company or any such other company, and the Wives, WIdows, farrulies and dependants of any such persons, and also to establish and subside or subscnbe to any mstrtutions, associations, clubs, funds or profit-shanng schemes calculated (In the opiruon of the directors) to be for the benefit of or to advance Interest and well-being of the company or of any such other company as aforesaid and to make payments for or towards the Insurance of any such persons as aforesaid and to subscnbe or guarantee money for chantable or benevolent objects or for any pubhc, general or useful object and to do any of the matters aforesaid either alone or in conjunction With any such other company as aforesaid

To invest and deal WIth the moneys of the company not Immediately required for the purposes of ItS business rn or upon such Investments or secunties and III such manner as may from time to time be determmed

To accept payment for any property or rights sold or otherwise disposed of or dealt WIth by the company either In cash, by instalment or otherwise. or 10 fully or partly paid-up shares of any company or corporation, With or Without deferred or preferred or guaranteed rights in respect of dividend or re-payment of capital or otherwise, or In debentures, or mortgage debentures or debenture stock, mortgages or other secunnes of any company or corporation, or partly m one mode and partly In another, and generally on such terms as the company may determine and to hold, dispose of or otherwise deal WIth any share, stock or secunnes so acquired

5

3 25 To enter Into any partnership or JOint-purse arrangement or arrangement for sharing profits, union of Interests or co-operation with any company, firm or person carrying on or proposing to carryon any busmess within the objects of this company, and to, acquire and hold, sell, deal with or dispose of shares, stock or secunties of any such company, and to guarantee the contracts or habihties of, or the payment of the dividends, Interest or capital of any shares, stock or secunties of and to subside or otherwise assist any such company

326 To establish or promote or concur In estabhshmg or promoting any other company whose objects shall include the acquisition and taking over of all or any of the assets and habthties of this company or the promotion of which shall be In any manner calculated to advance, directly or indirectly, the objects of interests of this company, and to acquire and hold or dispose of shares, stock or secunties of and guarantee the payment of the dividends Interest or capital of any shares stock or sec unties Issued by or any other obligations of any such company

3 27 To purchase or otherwise acquire and undertake all or any part of the business, property, assets, habihties and transactions of any person, firm or company carrymg on any business which this company IS authonsed to carry on, or the carrying on of which IS calculated to benefit this company or to advance ItS interests, or possessed of property SUitable for the purposes of the company

3 28 To sell, Improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licences, easements and other nghts In or over, and m any other manner deal With or dispose of the undertaking and all or any of the property and assets for the time bemg of the company for such consideration, as the company may think fit

3 29 To amalgamate With any other company whose objects are or include objects Similar to those of this company whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertaking, subject to the liabilities of this or any such other company as aforesaid, With or Without winding up or by sale or purchase (for fully or partly paid up shares or otherwise) of all or a controllmg interest In the shares or stock of this or any such other company as aforesaid, or by partnership or any arrangement of the nature of partnership or In any other manner

330 To distnbute among the members in specie any property of the company, or any proceeds of sale of disposal of any property of the company, but so that no distnbution amountmg to a reduction of capital be made except With the sanction (If any) for the time being required by law

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3 31 To do all or any of the above things In any part of the world, and either as prmcipals, agents, trustees, contractors, or otherwise, and either alone or In conjunction with ethers, and either by to through agents, sub-contractors trustees or otherwise

3 32 To procure the company to be registered or recognised III any dormruon or dependency and III any foreign country or place

3 33 To do all such other things as are mcidental or conductrve to the above objects or any of them

3 34 To purchase or otherwise acquire, on such terms and III such manner as the regulations of the company from time to time provide, any shares or Interests In the company of any members of the company

AND so that

(a) None of the provisions set forth III any sub-clause of this Clause shall be restnctively construed but the Widest mterpretanon shall be given to each such provision, and none of such provisions shall, except where the context expressly so requires, be In any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or Inference from the terms of any other sub-clause of this Clause, or by reference to or Inference from the name of the Company

(b) The word Company in this Clause, 'except where used In reference to the Company, shall be deemed to mclude any partnership or other body of persons, whether Incorporated or umncorporated and whether dorruciled III the United Kmgdom or elsewhere

(c) In this Clause the expression the Act means the Compames Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provisrons of the Companies Act 2006 for the time being in force

4 The liability of the Members IS limited

5 The Company's share capital IS £ 1,000 divided into 1,000 Ordmary Shares of £ 1 each.

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The Companies Acts 1985 and 2006

, ,

No 6294225

Private Company Limited by Shares

ARTICLES OF ASSOCIATION

of

BDBCO No.819 LIMITED

1 Preliminary

I I The Regulations contained in Table A in the Schedule 10 the Companies (Tables A to F) Regulations 1985 as amended by The Companies (Tables A to F) (Amendment) Regulations 2007 and The Comparues (Tables A to F) (Amendment) (No 2) Regulations 2007 (such Table being hereinafter called Table A) shall apply to the Company save In so far as they are excluded or vaned hereby and such Regulations (save as so excluded or vaned) and the Articles hereinafter contained shall be the regulations of the Company

I 2 In these Articles the expression the Act means the Companies Act 1985 mcluding any statutory rnodification or re-enactment thereof for the time bemg In force and any provisions of the Companies Act 2006 for the ume being in force

2 Share Capital

2 1 Shares which are comprised m the authonsed share capital With which the Company IS Incorporated shall be under the control of the Directors who may (subject to Section 80 of the Companies Act 1985) allot, grant options over or otherwise dispose of the same, to such persons, on such terms and m such manner as they think fit.

2 2 The Directors are generally and unconditionally authorised for the purposes of Section 80 of the Comparues Act 1985, to exercise any power of the Company to allot and grant rights to subscribe for or convert secunties mto shares of the Company up to the maximum nominal amount of the authonsed share capital With which the Company IS incorporated at any time or times dunng the penod of five years from the date of incorporation and the DIrectors may, after that period, allot any shares or grant any such TIghts under this authonty in pursuance of an offer or agreement so to do made by the Company within that penod The authonty hereby given may at any time (subject to Section 80 of the Companies Act 1985) be renewed, revoked or vaned by Ordinary Resolution of the Company in General Meetmg.

23 In accordance WIth Section 91(1) of the Cornpames Act 1985 Sections 89(1) and 90(1) to (6) (inclusive) of the Companies Act 1985 shall not apply to the Company.

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6 I Regulation 64 In Table A shall not apply to the Company

3 Shares

3 1 The hen conferred by Regulation 8 m Table A shall attach also to fully paid-up shares, and the Company shall also have a first and paramount hen on all shares, whether fully paid or not, standing registered In the name of any person indebted or under habihty to the Company, whether he shall be the sole registered holder thereof or shall be one of two or more JOint holders, for all moneys presently payable by him or hIS estate to the Company Regulation 8 In Table A shall be modified accordingly

3 2 The habihty of any Member in default In respect of a call shall be mcreased by the addition at the end of the first sentence of Regulation 18 in Table A of the words 'and all expenses that may have been Incurred by the Company by reason of such nonpayment'

4 General Meetings and Casting Vote

4 1 Any director or company secretary of a corporate Member shall be deemed to be an authonsed representative of such Member for the purposes of Regulation 54 of Table A.

4 2 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a castmg vote in addition to any other vote he may have

5 Smgle Member Company

5 1 Any deCISIOn taken by a sole Member shall be recorded In wntmg and delivered by that Member to the Company for entry In the Company's Mmutes Book

6 Directors

6 2 The maximum number and rmrumum number respectively of the Directors may be determined from time to time by Ordinary Resolution Subject to and in default of any such determmation there shall be no maximum number of DIrectors and the rmmrnum number of Directors shall be one Whensoever the minimum number of DIrectors shall be one, a sole DIrector shall have authority to exercise all the powers and discretions by Table A and by these Articles expressed to be vested In the DIrectors generally, and Regulation 89 In Table A shall be modified accordingly

63 In the case of an equality of votes, the chairman of the Directors shall not have a second or casting vote Regulation 88 m Table A shall be modified accordmgly

64 No person other than a person proposed by the Directors shall be appointed a Director at any General Meetmg unless not less than fourteen nor more than thirty-five clear days before the date appointed for the General Meeting, nonce Signed by a Member

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quahfied to vote at the General Meetmg has been given to the Company of the mtennon to propose that person for appomtment, together with notice signed by that person of his willingness to be appointed

6 5 The Company may by Ordinary Resolution appoint any person who IS willmg to act to be a Director, either to fill a vacancy or as an additional Director or remove any Director

66 Without prejudice to the foregomg provisions, whenever the Company has a sole Member that Member shall have the nght by notice m wntmg sent to the registered office to appomt or remove a person as Director of the Company and such appointment or removal shall be effective as If made by the Company m General Meetmg pursuant to Article 6 4

67 In any case where as the result of the death of a sole Member of the Company the Company has no Members and no Directors the personal representatives of such deceased Member shall have the nght by notice In wntmg to appoint a person to be a Director of the Company and such appomtment shall be as effective as If made by the Company pursuant to Article 64

68 The Directors may appoint a person who IS willmg to act as a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of DIrectors to exceed the maximum number fixed by or m accordance With these Articles

7 Proceedings of Directors

7 1 A Director may participate m a meeting of the Directors or a committee of Directors of which he IS a member by means of a conference telephone or similar communications equipment whereby all persons parncipatmg 10 the meetmg can hear each other Parncrpatron m a meetmg 10 this manner IS deemed to constitute presence at the meetmg

8 Gratuities and Pensions

8 1 The Directors may exercise the powers of the Company conferred by Clause 3 13 of the Memorandum of ASSOCiatIOn of the Company and shall be entitled to retain any benefits received by them or any of them by reason of the exercise of any such powers

8 2 Regulation 87 10 Table A shall not apply to the Company

9 The Seal

9 1 If the Company has a seal It shall only be used With the authonty of the Directors or of a committee of Directors The Directors may determine who shall sign any Instrument to which the seal IS affixed and unless otherwise so determined It shall be

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signed by a Director and by the Secretary or second Director The obhgation under Regulation 6 of Table A relating to the seahng of share certificates shall apply only If the Company has a seal Regulation 101 of Table A shall not apply to the Company

10 Indemnity

10 I Subject to the provisions of the Act, but without prejudice to any mdemmty to which the person concerned may otherwise be entitled, every director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be mdemrnfied out of the assets of the Company against any liability Incurred by him for negligence, default, breach of duty or breach of trust In relanon to the affairs of the Company, provided that this Article shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that It would cause this Article, or any element of It, to be treated as void under the Act

10 2 Regulation 118 In Table A shall not apply to the Company

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