Common use of Forfeiture of Shares Clause in Contracts

Forfeiture of Shares. 16.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 17.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 17.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 17.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 17.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 17.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 17.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 15.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 15.5 A certificate in writing under the hand of one Director or officer of the Company Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 7.1 If a any Member fails to pay, on the day appointed for payment thereof, any call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call was remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following: You have failed to pay the call of [amount of call] made on the [ ] day of [ ], 200[ ], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on the [ ] day of [ ], 200[ ], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [ ] day of [ ], 200[ ] at the registered office of the Company the share(s) will be liable to be forfeited.. Dated this [ ] day of [ ], 200[ ] [Signature of Secretary] By Order of the Board 16.2 7.2 If the requirements of such notice is are not complied with, any Share in respect of which it was given may, such share may at any time thereafter before the payment required by of such call and the notice has been made, interest due in respect thereof be forfeited by a resolution of the Directors. Such forfeiture Board to that effect, and such share shall include all Dividends, other distributions or other monies payable in respect thereupon become the property of the forfeited Share Company and not paid before may be disposed of as the forfeitureBoard shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Articles and the Law. 16.3 7.3 A forfeited Share may be sold, re-allotted Member whose share or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares shares have been forfeited shall cease to as aforesaid shall, notwithstanding such forfeiture, be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which calls owing on such share or shares at the date time of the forfeiture were payable by him to the Company in respect of those Shares together with and all interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Sharesthereon. 16.5 A certificate 7.4 The Board may accept the surrender of any shares which it is in writing under the hand of one Director or officer of the Company that a Share has been forfeited position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a specified date surrendered share shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium treated as if it had been payable by virtue of a call duly made and notifiedforfeited.

Forfeiture of Shares. 16.1 9.1 If a Shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' serve a notice on him requiring payment of so much of the amount unpaid call or instalment as is unpaid, together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. accrued. 9.2 The notice shall specify where name a further day (not being less than fourteen (14) days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that if that, in the notice is not complied with event of non-payment on or before the Shares day and at the place appointed, the shares in respect of which the such call was is made or instalment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-Laws to forfeiture shall include surrender. 16.2 9.3 If the requirements of any such notice is as aforesaid are not complied with, any Share share in respect of which it was such notice has been given maymay at any time thereafter, before the payment required by the notice of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the DirectorsBoard to that effect. Such forfeiture shall include all Dividends, other distributions or other monies payable dividends declared in respect of the forfeited Share shares and not actually paid before the forfeiture. 16.3 9.4 When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid. 9.5 A forfeited Share share shall be deemed to be the property of the Company and may be sold, re-allotted offered or otherwise disposed of on either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors Board shall think fit fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors Board may think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 9.6 A person any of whose Shares shares have been forfeited shall thereupon cease to be a Member Shareholder in respect of them and shall surrender to the Company for cancellation forfeited shares but shall, notwithstanding the certificate for the Shares forfeited and shall forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of those Shares together the shares with interest thereon at such rate as the Directors Board may determinedetermine from the date of forfeiture until payment, but his liability shall cease if and when the Company shall have received may enforce payment in full without being under any obligation to make any allowance for the value of all monies due and payable by him in respect of those Sharesthe shares forfeited. 16.5 A certificate 9.7 An affidavit in writing under that the hand of one deponent is a Director or officer of the Company or the Secretary and that a Share share has been duly forfeited on a specified the date stated in the affidavit shall be conclusive evidence of the facts therein stated in it as against all persons claiming to be entitled to the Shareshare. The certificate shall Company may receive the consideration (subject if any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorise some person to transfer the execution of an instrument of transfer) constitute a good title share to the Share and the person to whom the Share same is sold sold, re-allotted or otherwise disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, money (if any, ) nor shall his title to the Share share be affected by any irregularity or invalidity in the proceedings in reference relating to the forfeiture, sale sale, re-allotment or disposal of the Shareshare. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a Member fails to pay any call or instalment of a call remains unpaid after by the date it has become becomes due and payable payable, the Directors may may, at any time thereafter while such call or instalment remains unpaid, give notice to the person from whom it is due not less than fourteen clear days' notice Member requiring payment of the amount unpaid portion of the call or instalment, together with any accrued interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. . 16.2 The notice shall specify where and by what date (not being less than the expiration of 14 days’ from the date of the notice) payment is to be made and shall state that if the notice it is not complied with the Shares in respect of which the call was made will be liable to be forfeited. The Directors may accept the surrender of any Share liable to be forfeited hereunder and, in such case, references to these Articles to forfeiture shall include surrender. 16.2 16.3 If the such notice is not complied with, any Share in respect of which it the notice was given maymay thereafter, before the payment required by the notice of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividendsdividends declared, other distributions or other monies payable in respect of the forfeited Share Shares and not paid before the forfeiture. 16.3 16.4 A forfeited Share may be sold, re-allotted or otherwise disposed of on upon such terms and in such manner as the Directors shall think fit fit, and at any time before a sale, re-allotment or disposition disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 16.5 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and Shares, but shall remain liable to pay to the Company all monies moneys which at the date of forfeiture were presently payable by him to the Company in respect of those the Shares together with interest at such rate as the Directors may determinedetermine from the date of forfeiture until payment, but his liability shall cease if and when the Company shall have received receives payment in full of all monies amounts due and payable by him in respect of those the Shares. The Company may enforce payment without being under any obligation to make any allowance for the value of the Shares forfeited. 16.5 A certificate 16.6 An affidavit in writing under the hand of one by a Director or officer Secretary of the Company that a Share has been duly forfeited on a specified date date, shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to Company may receive the execution of an instrument of transfer) constitute a good title to consideration, if any, given for the Share on any sale, re-allotment or disposition thereof and may authorise some person to execute a transfer of the Share in favour of the person to whom the Share is sold sold, re-allotted or otherwise disposed of, and he shall thereupon be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, money (if any, ) nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale sale, re-allotment or disposal disposition of the Share. 16.6 16.7 The provisions of the these Articles as to forfeiture shall apply in the case of non non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share Share, or by way of premium or otherwise, as if it the same had been made payable by virtue of a call duly made and notifiednotified to the Member.

Forfeiture of Shares. 16.1 6.1. If a any Member fails to pay, on the day appointed for payment thereof, any call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call was remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following: You have failed to pay the call of [amount of call] made on the [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on the [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.. Dated this [date] [Signature of Secretary] By Order of the Board 16.2 6.2. If the requirements of such notice is are not complied with, any Share in respect of which it was given may, such share may at any time thereafter before the payment required by of such call and the notice has been made, interest due in respect thereof be forfeited by a resolution of the Directors. Such forfeiture Board to that effect, and such share shall include all Dividends, other distributions or other monies payable in respect thereupon become the property of the forfeited Share Company and not paid before may be disposed of as the forfeitureBoard shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act. 16.3 6.3. A forfeited Share may be sold, re-allotted Member whose share or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares shares have been so forfeited shall cease to shall, notwithstanding such forfeiture, be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which calls owing on such share or shares at the date time of forfeiture were payable the forfeiture, together with all interest due thereon and any costs and expenses incurred by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Sharesconnection therewith. 16.5 A certificate 6.4. The Board may accept the surrender of any shares which it is in writing under the hand of one Director or officer of the Company that a Share has been forfeited position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a specified date surrendered share shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium treated as if it had been payable by virtue of a call duly made and notifiedforfeited.

Forfeiture of Shares. 16.1 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 15.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions Distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Sharesforfeited. 16.5 15.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium time as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a call (a) Except as otherwise provided in the Plan or instalment this Agreement, if the Grantee ceases to be an employee of a call remains unpaid after it has become due and payable the Directors may give Company for any reason prior to December 31, 2011, any non-vested Performance-Based Restricted Shares shall be forfeited by the Grantee to the person from whom it is due not less than fourteen clear days' notice requiring payment Company without further consideration or any act or action by Grantee or the Company and the certificate(s) representing the non-vested portion of the amount unpaid together Performance-Based Restricted Shares so forfeited shall be canceled as of the date of such termination of employment. (b) Notwithstanding the foregoing if prior to December 31, 2011, Xxxxxxx’s employment is terminated by reason of his or her death, Disability or Retirement, the Performance-Based Restricted Shares shall not be forfeited solely on account of such termination. Rather, the Performance Period shall be deemed to continue with any interest which respect to Grantee and the Performance-Based Restricted Shares may have accrued become vested, based upon the Company’s level of attainment of the Specified Targets, in accordance with the terms and any expenses incurred conditions of this Agreement. (c) In addition, notwithstanding anything in this Agreement to the contrary, upon the termination of Grantee’s employment by the Company without Cause or by reason Grantee for Good Reason within one year after the effective date of such a Change in Control (in either case, a “Double Trigger Event”), the Performance-Based Restricted Shares shall become vested as to the Double Trigger Amount and the non-payment. The notice vested portion shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender Grantee to the Company for cancellation without further consideration or any act or action by Grantee or the certificate for Company. The certificate(s) representing the non-vested portion of the Performance-Based Restricted Shares so forfeited and shall remain liable be canceled as of the date of the Double Trigger Event. (d) Any Performance-Based Restricted Shares that fail to pay vest as a result of the Company failing to attain the Specified Targets shall be forfeited by the Grantee to the Company all monies which at without further consideration or any act or action by Grantee or the date of forfeiture were payable by him to Company, and the Company in respect of those Shares together with interest at such rate as certificate(s) representing the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer non-vested portion of the Company that a Share has been Performance-Based Restricted Shares so forfeited on a specified date shall be conclusive evidence canceled as of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase moneyDecember 31, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share2011. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen 14 clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him that person to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his that person’s liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him them in respect of those Shares. 16.5 15.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his their title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a call or instalment of a call remains unpaid after it has become due and payable payable, the Directors may give to the person from whom it is due not less than fourteen (14) clear days' ’ notice requiring payment of the amount unpaid together with any an interest which may have accrued equal to fifteen percent (15%) per annum on the amount unpaid from the day it became due and payable until it is paid and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with with, the Shares in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition disposition, the forfeiture may be cancelled canceled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person person, the Directors may authorise some authorize any person to execute an instrument of transfer of the Share in favour favor of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them the Shares forfeited and shall surrender to the Company for cancellation cancelation the certificate for the Shares forfeited (all certificates evidencing such forfeited Shares shall be deemed to have been retired and canceled notwithstanding the failure of the holder or holders thereof to surrender such certificates) and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him that person to the Company in respect of those Shares together with an interest equal to fifteen percent (15%) per annum on the amount unpaid from the day it became due and payable until it is paid or at such other interest rate as the Directors may determinedetermine from time to time, but his that person’s liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him them in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or authorized officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his their title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 9.1 If a Shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' serve a notice on him requiring payment of so much of the amount unpaid call or instalment as is unpaid, together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. accrued. 9.2 The notice shall specify where name a further day (not being less than fourteen (14) days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that if that, in the notice is not complied with event of non-payment on or before the Shares day and at the place appointed, the shares in respect of which the such call was is made or instalment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-Laws to forfeiture shall include surrender. 16.2 9.3 If the requirements of any such notice is as aforesaid are not complied with, any Share share in respect of which it was such notice has been given maymay at any time thereafter, before the payment required by the notice of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the DirectorsBoard to that effect. Such forfeiture shall include all Dividends, other distributions or other monies payable dividends declared in respect of the forfeited Share shares and not actually paid before the forfeiture. 16.3 9.4 When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid. 9.5 A forfeited Share share shall be deemed to be the property of the Company and may be sold, re-allotted offered or otherwise disposed of on either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors Board shall think fit fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors Board may think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 9.6 A person any of whose Shares shares have been forfeited shall thereupon cease to be a Member Shareholder in respect of them and shall surrender to the Company for cancellation forfeited shares but shall, notwithstanding the certificate for the Shares forfeited and shall forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of those Shares together the shares with interest thereon at such rate as the Directors Board may determinedetermine from the date of forfeiture until payment, but his liability shall cease if and when the Company shall have received may enforce payment in full without being under any obligation to make any allowance for the value of all monies due and payable by him in respect the shares forfeited. Bye-laws of those Shares.Platinum Underwriters Holdings Ltd. 7 of 33 16.5 A certificate 9.7 An affidavit in writing under that the hand of one deponent is a Director or officer of the Company or the Secretary and that a Share share has been duly forfeited on a specified the date stated in the affidavit shall be conclusive evidence of the facts therein stated in it as against all persons claiming to be entitled to the Shareshare. The certificate shall Company may receive the consideration (subject if any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorise some person to transfer the execution of an instrument of transfer) constitute a good title share to the Share and the person to whom the Share same is sold sold, re-allotted or otherwise disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, money (if any, ) nor shall his title to the Share share be affected by any irregularity or invalidity in the proceedings in reference relating to the forfeiture, sale sale, re-allotment or disposal of the Shareshare. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 20.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 20.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 20.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 20.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 20.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 20.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors Board may give to the person from whom it is due not less than fourteen (14) clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the DirectorsBoard. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think Board thinks fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think Board thinks fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors Board may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors Board may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the these Articles as to forfeiture shall apply in the case of non non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 17.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen (14) clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 17.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 17.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 17.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him that person to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his that person’s liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him them in respect of those Shares. 16.5 17.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his their title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 17.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 15.5 A certificate in writing under the hand of one Director or officer of the Company Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 (a) If a call the Grantee ceases to be an employee of the Company due to death or instalment Disability during any period of restriction, any previously earned but non-vested Restricted Shares shall immediately vest. (b) Notwithstanding the provisions of Section 6(a) above, in the event of a call remains unpaid after it has become due Change in Control, all outstanding Restricted Shares whether earned or unearned or vested or unvested, shall be deemed to be fully earned and payable fully vested. (c) Notwithstanding the Directors may give provisions of Section 6(a) above, if the Grantee ceases to be an employee of the Company as a result of a "qualifying termination" (as defined in the Executive Benefit Agreement into which Company entered with Grantee), then Grantee will be entitled to accelerated vesting with respect to the person from whom it is due not less than fourteen clear days' notice requiring payment Restricted Shares and Cash Awards, as follows: • any portion of the amount unpaid together with any interest which may Restricted Shares or Cash Award that have accrued not been earned via satisfying the Performance Metrics shall be earned and any expenses incurred by vested at the “qualifying termination" based on a run rate of actual performance through the date of such termination (as compared to the performance target) and further subject to the pro rata time Grantee worked for the Company by reason following the Grant Date and during the three (3) year term of such the program; for example if termination occurs in the second year and performance equals 90% of the first criteria, 50% of the second and 15% of the third, then corresponding amounts of each tranche will be earned and vested further based on the pro rata time Grantee worked for the Company following the Grant Date during the three (3) year term of the program, and • Any Restricted Stock Award that has been earned and is in its vesting period will become fully vested. If the Grantee ceases to be an employee of the Company for any other reason, any unearned and/or non-payment. The notice vested Restricted Shares and Cash Award shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution the Grantee and the certificate(s) representing the non-vested portion of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Restricted Shares have been so forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Sharescanceled. 16.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 11.1 If a Member fails to pay any call or instalment of a call remains unpaid after it has become due and payable on the day appointed for payment thereof the Directors may give to may, at any time thereafter, during such time as any part of the person from whom it is due not less than fourteen clear days' call or instalment remains unpaid, serve a notice on him requiring payment of so much of the amount unpaid call or instalment as is unpaid, together with any interest which may have accrued and any all expenses which may have been incurred by the Company by reason of such non---payment. 11.2 The notice shall name a day (not earlier than 14 days from the date of the notice) and a place or places on and at which the call and interest and expenses are to be paid. The notice shall specify where payment is to be made and shall also state that if in the notice is not complied with event of non--payment at or before the time and at the place appointed the Shares in respect of which the call was made is payable will be liable to be forfeited. 16.2 11.3 If the requirements of any such notice is are not complied with, any Share Shares in respect of which it was the notice has been given maymay at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the DirectorsDirectors to that effect. Such forfeiture shall include all Dividends, other distributions or other monies payable Dividends declared in respect of the forfeited Share Shares and not actually paid before the forfeiture. 16.3 11.4 When any Share has been so forfeited, notice of the resolution shall be given to the Member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date shall forthwith be made in the Register. The forfeiture of a Share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the Share and all other rights incident to the Share except only such of those rights as by this Constitution are expressly waived. 11.5 A forfeited Share shall be deemed to be the property of the Company and may be sold, re-allotted issued or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment --issue or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 11.6 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and the forfeited Shares but shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall notwithstanding remain liable to pay and shall forthwith pay to the Company all monies money which at the date of forfeiture were was payable by him to the Company in respect of those the Shares as set out in the notice hereinbefore provided (together with interest at such the rate as of 8% per annum from the date of forfeiture on the money for the time being unpaid if the Directors may determine, think fit to enforce payment of such interest) but his liability shall cease if and when the Company shall have received receives payment in full of all monies due and payable by him such money in respect of those the Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person Person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 15.3 A forfeited Share (other than a Class B Share) may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person Person the Directors may authorise some person Person to execute an instrument of transfer of the Share in favour of that personPerson. 16.4 15.4 A person Person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 15.5 A certificate in writing under the hand of one Director or officer of the Company Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons Persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person Person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If 21.1 A notice of intended forfeiture: (a) may be sent in respect of any Share for which there is an unpaid sum in respect of which a call or instalment of has not been paid as required by a call remains unpaid after it has become due and payable the Directors may give Call Notice; (b) shall be sent to the holder of that Share or to a person from whom entitled to it is due not less than fourteen clear days' notice requiring by reason of the holder's death, bankruptcy or otherwise; (c) shall require payment of the amount unpaid together with call and any accrued interest which and all expenses that may have accrued and any expenses been incurred by the Company by reason of such non-payment. The notice payment by a date which is not fewer than 14 days after the date of the notice; (d) shall specify where state how the payment is to be made and made; and (e) shall state that if the notice is not complied with with, the Shares in respect of which the call was made is payable will be liable to be forfeited. 16.2 21.2 If the a notice of intended forfeiture is not complied withwith before the date by which payment of the call is required in the notice of intended forfeiture, then the Directors may decide that any Share in respect of which it was given mayis forfeited, before and the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall is to include all Dividends, other distributions dividends or other monies moneys payable in respect of the forfeited Share Shares and not paid before the forfeiture. 16.3 A 21.3 Subject to these Articles, the forfeiture of a Share extinguishes: (a) all interests in that Share, and all claims and demands against the Company in respect of it; and (b) all other rights and liabilities incidental to the Share as between the person whose Share it was prior to the forfeiture and the Company. 21.4 Any Share which is forfeited Share in accordance with these Articles: (a) shall be deemed to have been forfeited when the Directors decide that it is forfeited; (b) shall be deemed to be the property of the Company; and (c) may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where . 21.5 If a person's Shares have been forfeited then: (a) the Company shall send that person notice that forfeiture has occurred and record it in the register of members; (b) that person shall cease to be a Shareholder in respect of those Shares; (c) that person shall surrender the certificate for the purposes Shares forfeited to the Company for cancellation; (d) that person shall remain liable to the Company for all sums payable by that person under the Articles at the date of its disposal forfeiture in respect of those Shares, including any interest (whether accrued before or after the date of forfeiture); and (e) the Directors shall be entitled to waive 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 disposal. 21.6 At any time before the Company disposes of a forfeited Share, the Directors shall be entitled to decide to cancel the forfeiture on payment of all calls and interest and expenses due in respect of it and on such other terms as they think fit. 21.7 If a forfeited Share is to be transferred disposed of by being transferred, the Company shall be entitled to any person receive the consideration for the transfer and the Directors may shall be entitled to authorise some any person to execute an the instrument of transfer of the Share in favour of that persontransfer. 16.4 21.8 A person any of whose Shares have been forfeited shall cease to be statutory declaration by a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company company secretary that the declarant is a Director or the company secretary and that a Share has been forfeited on a specified date date: (a) shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall ; and (b) subject to compliance with any other formalities of transfer required by the execution of an instrument of transfer) constitute articles or by law, constitutes a good title to the Share and the Share. 21.9 A person to whom the a forfeited Share is sold or otherwise disposed of transferred shall not be bound to see to the application of the purchase money, consideration (if any, ) nor shall his that person's title to the Share be affected by any irregularity in or invalidity in of the proceedings in reference process leading to the forfeiture, sale forfeiture or disposal transfer of the Share. 16.6 The provisions of 21.10 If the Articles as Company sells a forfeited Share, the person who held it prior to its forfeiture shall apply in be entitled to receive the case proceeds of non payment such sale from the Company, net of any commission, and excluding any sum which: (a) was, or would have become, payable; and (b) had not, when that Share was forfeited, been paid by the terms that person in respect of issue of a that Share, becomes but no interest shall be payable at to such a fixed time, whether person in respect of such proceeds and the Company shall not be required to account for any money earned on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notifiedsuch proceeds.

Forfeiture of Shares. 16.1 (a) If a Member fails to pay any call or installment of a call or instalment to make any payment required by the terms of a call issue on the day appointed for payment thereof, the Board of Directors may, at any time thereafter during such time as any part of the call, installment or payment remains unpaid after it has become due and payable the Directors may unpaid, give to the person from whom it is due not less than fourteen clear days' notice requiring payment of so much of the amount unpaid call, installment or payment as is unpaid, together with any interest which may have accrued and any all expenses that have been incurred by the Company by reason of such non-paymentnonpayment. The Such notice shall specify where name a day (not earlier than the expiration of 14 days, or such shorter period of notice as may have been authorized by the terms on issue of the shares, from the date of giving of the notice) on or before which the payment required by the notice is to be made and shall state that if that, in the notice is not complied with event of nonpayment at or before the Shares time appointed, the shares in respect of which the call such notice was made given will be liable to be forfeited. 16.2 (b) If the requirements of any such notice is as aforesaid are not complied with, any Share share in respect of which it was the notice has been given maymay at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the DirectorsBoard of Directors to that effect. Such forfeiture shall include all Dividends, other distributions or other monies payable dividends declared in respect of the forfeited Share share and not actually paid before the forfeiture. 16.3 (c) A forfeited Share share may be sold, re-allotted sold or otherwise disposed of on such terms and in such manner as the Board of Directors think fit deems fit, and at any time before a sale, re-allotment sale or disposition the forfeiture may be cancelled canceled on such terms as the Board of Directors think thinks fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 12.2 A person any of whose Shares shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall shares, but shall, notwithstanding, remain liable to pay to the Company all monies which which, at the date of forfeiture forfeiture, were payable by him to the Company in respect of those Shares the shares together with interest at such rate as the Directors may determinethereon, but his liability shall cease if and when the Company shall have received payment in full of all monies due and whenever payable by him in respect of those Sharesthe shares. 16.5 12.3 A certificate in writing under the hand of one Director the President or officer any Vice President and the Secretary of the Company that a Share share in the Company has been duly forfeited on a specified date stated in the declaration shall be conclusive evidence of the facts fact therein stated in it as against all persons claiming to be entitled to the Shareshare. The certificate shall (subject to Company may receive the execution consideration given for the share on any sale or disposition thereof and may execute a transfer of an instrument the share in favor of transfer) constitute a good title to the Share and the person to whom the Share share is sold or otherwise disposed of, and that person shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his that person's title to the Share share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Shareshare. 16.6 The 12.4 Unless otherwise determined by the Board of Directors, the provisions of the these Articles as to forfeiture shall apply in the case of non payment nonpayment of any sum which, by the terms of issue of a Shareshare, becomes payable at a fixed time, whether on account of the par nominal value of the Share share or by way of premium as if it the same had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 15.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 7.1 If a any Member fails to pay, on the day appointed for payment thereof, any call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call was remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following: You have failed to pay the call of [amount of call] made on the [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on the [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.. Dated this [date] [Signature of Secretary] By Order of the Board 16.2 7.2 If the requirements of such notice is are not complied with, any Share in respect of which it was given may, such share may at any time thereafter before the payment required by of such call and the notice has been made, interest due in respect thereof be forfeited by a resolution of the Directors. Such forfeiture Board to that effect, and such share shall include all Dividends, other distributions or other monies payable in respect thereupon become the property of the forfeited Share Company and not paid before may be disposed of as the forfeitureBoard shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, purchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act. 16.3 7.3 A forfeited Share may be sold, re-allotted Member whose share or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares shares have been so forfeited shall cease to shall, notwithstanding such forfeiture, be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which calls owing on such share or shares at the date time of forfeiture were payable the forfeiture, together with all interest due thereon and any costs and expenses incurred by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Sharesconnection therewith. 16.5 A certificate 7.4 The Board may accept the surrender of any shares which it is in writing under the hand of one Director or officer of the Company that a Share has been forfeited position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a specified date surrendered share shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium treated as if it had been payable by virtue of a call duly made and notifiedforfeited.

Forfeiture of Shares. 16.1 If a call or instalment of a call remains unpaid (a) On the Escrow Release Date, the Seller shall forfeit, in accordance with ANNEX I, Reserved Shares and Additional Shares, in each case, without any consideration being paid therefor. (b) On and after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring Escrow Release Date, any payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which Parent Losses that are subject to indemnification pursuant to Article XI shall be paid as follows: (i) first, by forfeiting to Parent in accordance with the call was made will be liable Escrow Agreement, without any consideration being paid therefor, a number of outstanding Reserved Shares equal to be forfeitedthe quotient obtained by dividing (A) the Pro Rata Reserved Share Forfeiture Percentage of the aggregate amount of such Parent Losses by (B) the Parent Initial Share Price; and (ii) second, by forfeiting to Parent, without any consideration being paid therefor, a number of Additional Shares equal to the quotient obtained by dividing (x) the Pro Rata Additional Share Forfeiture Percentage of the aggregate amount of such Parent Losses by (y) the Parent Additional Share Price. 16.2 If (iii) the notice is not complied with, any Share number of Reserved Shares and Additional Shares shall include the respective Parent Shares that have been derived from or issued in respect of which it was given maysuch shares and the Parent Initial Share Price and the Parent Additional Share Price shall be decreased in proportion to any adjustment of such Initial Shares, before Reserved Shares and Additional Shares pursuant to the payment required by definition of Parent Shares; (c) In the notice has case of any forfeiture of shares of Opus Common Stock pursuant to this Section 10.11, the following shall apply: (i) Additional Shares (and Parent Shares that have been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions derived from or other monies payable issued in respect of such shares) which are vested pursuant to the Xxxxxxx Xxxx Employment Agreement shall be deemed to be forfeited Share prior to any forfeiture of such shares which are not so vested; and (ii) Reserved Shares (and Parent Shares that have been derived from or issued in respect of such shares) which are vested pursuant to the Xxxxxxx Xxxx Employment Agreement shall be deemed to be forfeited prior to any forfeiture of Reserved Shares which are not paid before the forfeitureso vested. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition (d) Upon the forfeiture may be cancelled of any shares of Parent Common Stock pursuant to the terms of this Section, Seller shall deliver all certificates representing the Parent Shares held by Seller, and Parent shall deliver a new certificate representing the shares represented by such certificates which are not forfeited. Any forfeiture pursuant to this Section shall occur automatically without any action on the part of Parent, the Company or Seller. Without limiting the foregoing, Parent shall have the right, without further action by any other party, to cancel only such terms as the Directors think fit. Where for the purposes of forfeited shares on its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that personbooks. 16.4 A person any (e) Nothing contained herein shall limit the Parent Indemnified Persons from pursuing all rights and remedies available to them under applicable Law as a result of whose Parent Losses notwithstanding that all outstanding Reserved Shares and all outstanding Additional Shares (and all Parent Shares derived therefrom or issued in respect thereof) have been forfeited shall cease pursuant to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.this Article X.

Forfeiture of Shares. 16.1 17.1. If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 17.2. If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 17.3. A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 17.4. A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 17.5. A certificate in writing under the hand of one Director or officer of the Company Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 17.6. The provisions of the Articles as to forfeiture shall apply in the case of non non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a call or instalment of a call remains unpaid after it has become 3.1. In the event the Purchaser purchases less than the IPO Purchase Amount solely due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment fact that the number of the amount unpaid together with any interest which may have accrued and any expenses incurred by Units sold in the Company by reason IPO is reduced and/or the underwriter[s] of such non-payment. The notice shall specify where payment is the IPO allocate[s] less Units to be made and shall state that the Purchaser than the Purchaser IPO Purchase Amount (the “Alternate IPO Purchase Amount”), then, if the notice is not complied with Purchaser purchases the Shares in respect of which Alternate IPO Purchase Amount, the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture Purchaser shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to still be entitled to retain the Sharefull allocation of Shares as set forth on the signature page hereto. The certificate If the Purchaser fails to purchase its allocation of Units, which at no point shall in the aggregate, when taken together with Units purchased by any Attribution Party of the Purchaser, be higher than 9.90% of the Units sold in the IPO (subject to for the execution avoidance of an instrument doubt, without regard for any Units sold as part of transfer) constitute a good title to the Share and exercise of the person to whom the Share is sold or otherwise disposed of over-allotment option), it shall not be bound entitled to see retain the Shares and any Shares previously delivered shall be returned and forfeited. For the avoidance of doubt, the Purchaser will not be required to participate in the application overallotment option nor any upsizing of the purchase money, if any, nor shall his title IPO without the Purchaser’s prior written consent and without first having the opportunity to the Share be affected by acquire additional Shares in a manner proportional to any irregularity or invalidity increase in the proceedings IPO Purchase Amount at the same price per Share as detailed in reference the signature page attached hereto. Notwithstanding the foregoing, the Purchaser acknowledges that the Company and its sponsor may deem it necessary in order to facilitate a business combination for the Company or the sponsor to forfeit, transfer, exchange or amend the terms, or cause the forfeiture, sale transfer, exchange or disposal amendment of the Share. 16.6 The provisions terms, of all or any portion of the Articles as Class B Common Stock or to forfeiture shall apply enter into any other arrangements with respect to the Class B Common Stock to facilitate the consummation of such business combination, including voting in the case of non payment favor of any sum which, by amendment to the terms of issue of the Class B Common Stock (a Share, becomes payable at a fixed time, whether on account of “Change in Investment”). The Company acknowledges and agrees that any such Change in Investment shall not apply to the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notifiedShares.

Forfeiture of Shares. 16.1 (1) If a member fails to pay any call or instalment of a call on the day appointed for payment thereof the Company may at any time thereafter during such time as any part of such call or instalment remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' serve a notice on him requiring payment of so much of the amount call or instalment as is unpaid together with any interest which may have accrued and any expenses that may have been incurred by the Company by reason of such non-payment. . (2) The notice shall specify where name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made and shall state that if in the notice is not complied with event of non-payment at or before the Shares time and at the place appointed the shares in respect of which the call was made or instalment is unpaid will be liable to be forfeited. 16.2 (3) If the requirements of any such notice is as aforesaid are not complied with, with any Share share in respect of which it was the notice has been given may, may at any time thereafter before the payment required by the notice has been made, made be forfeited by a resolution of the Directors. Such forfeiture Directors to that effect. (4) Any share forfeited shall include all Dividends, other distributions or other monies payable in respect become the property of the forfeited Share Company and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted sold or otherwise disposed of on such terms and in such manner as the Directors think fit and notwithstanding any such forfeiture as aforesaid the Directors may at any time before a sale, re-allotment or disposition the forfeiture may forfeited share has been disposed of permit the share so forfeited to be cancelled on redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share and upon such further terms (if any) as the Directors they shall think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the The Directors may if necessary authorise some person to execute an instrument of transfer of a forfeited share to the Share in favour of that personpurchaser thereof. 16.4 (5) A person any of whose Shares have been forfeited shall cease to be a Member record in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer minute book of the Company to the effect that a Share share has been duly forfeited on a specified date in pursuance of these articles and stating the time when it was forfeited shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject share adversely to the execution forfeiture thereof be conclusive evidence of an instrument the facts therein stated and such record together with a certificate of transferproprietorship of the share under the Seal (or whether the Company has no Seal signed or other executed by any Director or the Secretary) delivered to the purchaser or allottee thereof shall constitute a good title to the Share share and the person new holder thereof shall be discharged from all calls made prior to whom the Share is sold such purchase or otherwise disposed of allotment and shall not be bound to see to the application of the purchase money, if any, money nor shall his title to the Share share be affected by any past omission or irregularity relating to or invalidity in connected with the proceedings in reference to the forfeiture, forfeiture re-allotment sale or other disposal of the Shareshare. 16.6 (6) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall notwithstanding remain liable to pay to the Company all moneys which at the date of the forfeiture were presently payable to the Company by him in respect of the shares. (7) The provisions of the Articles these articles as to forfeiture shall apply in the case of non non-payment of any sum which, which by the terms of issue of a Share, share becomes payable at a fixed time, time whether on account of the par value amount of the Share share or by way of premium as if it the same had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 19.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors Board may give to the person from whom it is due not less than fourteen (14) clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 19.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the DirectorsBoard. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 19.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think Board thinks fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think Board thinks fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person person, the Directors Board may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 19.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors Board may determine, but his or her liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 19.5 A certificate in writing under the hand of one declaration by a Director or officer of the Company Secretary that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate declaration shall (subject to the execution of an instrument of transfertransfer by the Company if necessary) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase moneyconsideration, if any, nor shall his or her title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 19.6 The provisions of the these Articles as to forfeiture shall apply in the case of non non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 (1) If a member fails to pay any call or instalment of a call on the day appointed for payment thereof the Company may at any time thereafter during such time as any part of such call or instalment remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' serve a notice on him requiring payment of so much of the amount call or instalment as is unpaid together with any interest which may have accrued and any expenses that may have been incurred by the Company by reason of such non-payment. . (2) The notice shall specify where name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made and shall state that if in the notice is not complied with event of non-payment at or before the Shares time and at the place appointed the shares in respect of which the call was made or instalment is unpaid will be liable to be forfeited. 16.2 (3) If the requirements of any such notice is as aforesaid are not complied with, with any Share share in respect of which it was the notice has been given may, may at any time thereafter before the payment required by the notice has been made, made be forfeited by a resolution of the Directors. Such forfeiture Directors to that effect. (4) Any share forfeited shall include all Dividends, other distributions or other monies payable in respect become the property of the forfeited Share Company and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted sold or otherwise disposed of on such terms and in such manner as the Directors think fit and notwithstanding any such forfeiture as aforesaid the Directors may at any time before a sale, re-allotment or disposition the forfeiture may forfeited share has been disposed of permit the share so forfeited to be cancelled on redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share and upon such further terms (if any) as the Directors they shall think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the The Directors may if necessary authorise some person to execute an instrument of transfer of a forfeited share to the Share in favour of that personpurchaser thereof. 16.4 (5) A person any of whose Shares have been forfeited shall cease to be a Member record in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer minute book of the Company to the effect that a Share share has been duly forfeited on a specified date in pursuance of these articles and stating the time when it was forfeited shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject share adversely to the execution forfeiture thereof be conclusive evidence of an instrument the facts therein stated and such record together with a certificate of transferproprietorship of the share under the Seal (or where the Company has no Seal signed or otherwise executed by any Director or the Secretary) delivered to the purchaser or allottee thereof shall constitute a good title to the Share share and the person new holder thereof shall be discharged from all calls made prior to whom the Share is sold such purchase or otherwise disposed of allotment and shall not be bound to see to the application of the purchase money, if any, money nor shall his title to the Share share be affected by any past omission or irregularity relating to or invalidity in connected with the proceedings in reference to the forfeiture, forfeiture re-allotment sale or other disposal of the Shareshare. 16.6 (6) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall notwithstanding remain liable to pay to the Company all moneys which at the date of the forfeiture were presently payable to the Company by him in respect of the shares. (7) The provisions of the Articles these articles as to forfeiture shall apply in the case of non non-payment of any sum which, which by the terms of issue of a Share, share becomes payable at a fixed time, time whether on account of the par value amount of the Share share or by way of premium as if it the same had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 14.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors Company may give to the person from whom it is due not less than fourteen (14) clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred or sustained by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 14.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution Resolution of the Directors. Such forfeiture shall include all Dividends, other distributions Distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 14.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 14.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Sharesforfeited. 16.5 14.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his his, her or its title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 14.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium time as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 10.1 If a Member fails to pay any call or instalment of a call remains unpaid after it has become due and payable on or before the day appointed for payment thereof the Directors may give to the person from whom at any time thereafter during such time as any part of such call or instalment remains unpaid serve a Notice on it is due not less than fourteen clear days' notice requiring payment of so much of the amount call or instalment as is unpaid together with any interest which may have accrued and any costs, charges and expenses which may have been incurred by the Company by reason of such non-payment. . 10.2 The notice Notice shall specify name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of such Notice) on or before which the payment required by the Notice is to be made and the place where payment is to be made and shall state that if in the notice is not complied with event of non-payment at or before the Shares time appointed and at the place appointed the shares in respect of which the call was made will be liable to be forfeited. 16.2 10.3 If the notice is requirements of any such Notice as aforesaid are not complied with, with any Share share in respect of which it was given may, before the payment required by the notice such Notice has been made, given may at any time thereafter before payment of all calls and interest due in respect thereof has been made be forfeited by a resolution of the Directors. Such Directors to that effect and such forfeiture shall include all Dividends, other distributions or other monies payable in respect of dividends which shall have been declared on the forfeited Share shares and not actually paid before the forfeiture. 16.3 10.4 When any share has been forfeited in accordance with these Articles, Notice of the forfeiture shall forthwith be given to the Holder of the share or the Person entitled to the share by transmission as the case may be and an entry of such Notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register opposite to the entry of the share but no forfeiture shall be invalidated in any manner by any omission or neglect to give such Notice or to make such entry as aforesaid. 10.5 The Directors may, at any time after serving a Notice in accordance with Article 10.1, accept from the Member concerned the surrender of such shares as are the subject of the Notice, without the need otherwise to comply with the provisions of Articles 10.1 to 10.4. Any such shares shall be surrendered immediately and irrevocably upon the Member delivering to the Company the share certificate for the shares and such surrender shall also constitute a surrender of all dividends declared on the surrendered shares but not actually paid before the surrender. The Company shall, upon such surrender forthwith make an entry in the Register of the surrender of the share with the date thereof but no surrender shall be invalidated in any manner by any omission or neglect to make such entry as aforesaid. 10.6 A forfeited Share or surrendered share shall become the property of the Company and may be sold, re-allotted or otherwise disposed of on either to the Person who was before forfeiture or surrender the Holder thereof or entitled thereto or to any other Person upon such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or other disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share or surrendered share is to be transferred to any person Person the Directors may authorise some person Person to execute an instrument of transfer of the Share in favour of share to that personPerson. 16.4 10.7 A person any of Member whose Shares shares have been forfeited or surrendered shall cease to be a Member in respect of them the forfeited or surrendered shares and shall (if it has not done so already) surrender to the Company for cancellation the certificate for the Shares shares forfeited and or surrendered. Notwithstanding the forfeiture or the surrender such Member shall remain liable to pay to the Company all monies which at the date of forfeiture or surrender were presently payable by him to the Company it in respect of those Shares together shares with interest thereon at the rate at which interest was payable before the forfeiture or surrender or at such rate as the Directors may determinedetermine from the date of forfeiture or surrender until payment, but his liability shall cease if and when provided that the Company shall have Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received payment in full of all monies due and payable by him in respect of those Shareson their disposal. 16.5 10.8 A certificate in writing declaration under the hand of one oath by a Director or officer the Secretary (or by an Officer of the Company a corporate Secretary) that a Share share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts therein stated in it as against all persons Persons claiming to be entitled to the Shareshare. The declaration and the receipt of the Company for the consideration (if any) given for the share on the sale re-allotment or disposal thereof together with the certificate for the share delivered to a purchaser or allottee thereof shall (subject to the execution of an instrument of transfertransfer if the same be so required) constitute a good title to the Share and the person share. The Person to whom the Share share is sold sold, re-allotted or otherwise disposed of shall be registered as the Holder of the share and shall not be bound to see to the application of the purchase money, consideration (if any, ) nor shall his its title to the Share share be affected by any irregularity in or invalidity in of the proceedings in reference to respect of the forfeiture, sale surrender, sale, re-allotment or disposal of the Shareshare. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' ’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 16.5 A certificate in writing under the hand of one Director or officer of the Company Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Forfeiture of Shares. 16.1 If a call Notwithstanding any provision of this Agreement or instalment of a call remains unpaid after it has become due and payable the Directors may give Plan to the person contrary, if you are discharged from whom it is due not less than fourteen clear days' notice requiring payment the employment of the amount unpaid together with Company or any interest which may of its Subsidiaries for Cause (as defined below), your rights in your RSUs whether vested or unvested and your right to receive any undistributed Shares will be immediately and permanently forfeited. For purposes of this Agreement, your discharge will be deemed to be “for Cause” only if you have accrued and any expenses incurred by (i) misappropriated funds or property of the Company by reason of such non-payment. The notice shall specify where payment is or any Subsidiary to be made your personal use, or (ii) willfully and shall state without authorization disclosed Confidential Information (as defined below) that if the notice is not complied with the Shares resulted in respect of which the call was made will be liable to be forfeited. 16.2 If the notice is not complied with, any Share or could reasonably result in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. 16.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 16.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender material harm to the Company or any Subsidiary, or (iii) been convicted of a felony, or (iv) violated the Company’s Code of Ethics. The determination of whether you have been discharged for cancellation Cause will be determined by the certificate for Board or the Shares forfeited Committee. For purposes of this Agreement, “Confidential Information” shall mean all business records, trade secrets, know-how, customer lists or compilations, terms of customer agreements, sources of supply, pricing or cost information, financial information or personnel data and shall remain liable to pay other confidential or proprietary information used and/or obtained by you in the course of your employment with the Company or any Subsidiary; provided that the term “Confidential Information” will not include information which (i) is or becomes publicly available other than as a result of a disclosure by you which is prohibited by this agreement or by any other legal, contractual or fiduciary obligation that you may owe to the Company all monies or any Subsidiary, or (ii) is widely known within one or more of the industries in which at the date Company or any Subsidiary operates, or you can demonstrate was otherwise known to you prior to becoming an employee of forfeiture were payable the Company or any Subsidiary, or (iii) is or becomes available to you on a nonconfidential basis from a source (other than the Company or any Subsidiary, including any employee thereof) that is not prohibited from disclosing such information to you by him a legal, contractual or fiduciary obligation to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Sharesor any Subsidiary. 16.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 16.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.