Common use of Officers and Agents Clause in Contracts

Officers and Agents. 13.1 The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 The emoluments of all officers shall be fixed by Resolution of Directors. 13.4 The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy the solvency test; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 13.7 The resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

Officers and Agents. 13.1 13.1. The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 13.2. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 13.3. The emoluments of all officers shall be fixed by Resolution of Directors. 13.4 13.4. The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 13.5. The directors may, by a Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 . An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy the solvency test; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islandsmatters specified in Sub-Regulation 12. 13.7 The resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

Officers and Agents. 13.1 12.1 The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 12.2 The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 12.3 The emoluments of all officers shall be fixed by Resolution of Directors. 13.4 12.4 The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 12.5 The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 12.6 An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these the Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 13.7 The resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

Officers and Agents. 13.1 12.1. The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one (1) or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 12.2. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 12.3. The emoluments of all officers shall be fixed by Resolution of DirectorsCompensation Committee. 13.4 12.4. The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 12.5. The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 12.6. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these the Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin virgin Islands. 13.7 12.7. The resolution Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 12.8. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

Officers and Agents. 13.1 12.1 The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 12.2 The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 12.3 The emoluments of all officers shall be fixed by Resolution of Directors. 13.4 12.4 The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 12.5 The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 12.6 An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these the Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 13.7 12.7 The resolution Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 12.8 The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

Officers and Agents. 13.1 12.1. The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 12.2. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 12.3. The emoluments of all officers shall be fixed by Resolution of DirectorsCompensation Committee. 13.4 12.4. The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 12.5. The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 12.6. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these the Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 13.7 12.7. The resolution Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 12.8. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

Officers and Agents. 13.1 The 12.1 Subject to the Shareholders Agreement, the Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 12.2 The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In , subject to the absence of any specific prescription of duties it shall be Shareholders Agreement. 12.3 Subject to the responsibility of the Chairman of the Board to preside at meetings of directors and ShareholdersShareholders Agreement, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 The emoluments of all officers shall be fixed by Resolution of Directors. 13.4 The 12.4 Subject to the Shareholders Agreement, the officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any Directors and any vacancy occurring in any office of the Company may be filled by Resolution of Directors.. 2106893 13.5 The 12.5 Subject to the Shareholders Agreement, the directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 12.6 An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these the Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 13.7 12.7 The resolution Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 12.8 The directors Directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him, subject to the Shareholders Agreement.

Officers and Agents. 13.1 12.1. The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one (1) or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 12.2. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 12.3. The emoluments of all officers shall be fixed by Resolution of DirectorsCompensation Committee. 13.4 12.4. The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 12.5. The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 12.6. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these the Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 13.7 12.7. The resolution Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or of delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 12.8. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

Officers and Agents. 13.1 21.1 The Company Board may by Resolution of Directors appoint officers Officers of the Company at such times as may be considered necessary or expedient. Such officers Officers may consist of a Chairman Chairperson of the Board of Directors, the chief executive officer, a president and one or more vice-presidents, secretaries and treasurers and such other officers Officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 21.2 The officers Officers shall perform such duties as are prescribed at the time of their appointment appointments subject to any modification in such duties as may be prescribed thereafter by Resolution of Directorsthe Board. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman Chairperson of the Board to preside at meetings of directors Directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 21.3 The emoluments of all officers Officers shall be fixed by Resolution of Directorsthe Board. 13.4 21.4 The officers of the Company Officers shall hold office until their successors are duly appointed, but any officer Officer elected or appointed by the directors Company may be removed at any time, with or without cause, by Resolution of Directorsthe Board. Any vacancy occurring in any office of the Company may be filled by Resolution of Directorsthe Board. 13.5 21.5 The directors may, by Resolution of Directors, Board may appoint any person, including a person who is a directorDirector, to be an agent of the Company. 13.6 21.6 An agent of the Company shall have such powers and authority of the directorsDirectors, including the power and authority to affix the Seal, as are set forth in these Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these Articles;; or (b) to change the registered office or agent;; or (c) to designate committees of directors;Directors; or (d) to delegate powers xxxxxx to a committee of directors;Directors; or (e) to appoint or remove directors;Directors; or (f) to appoint or remove an agent;; or (g) to fix emoluments of directors;Directors; or (h) to approve a plan of merger, consolidation or arrangement;; or (i) to make a declaration of solvency or to approve a liquidation plan;; or (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise authorize the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 13.7 21.7 The resolution Resolution of Directors appointing an agent may authorise authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 21.8 The directors Board may remove an agent appointed by the Company it and may revoke or vary a power conferred on himsuch agent.

Officers and Agents. 13.1 12.1. The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a ‘a’ president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 12.2. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 12.3. The emoluments of all officers shall be fixed by Resolution of DirectorsCompensation Committee. 13.4 12.4. The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 12.5. The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 12.6. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these the Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 13.7 12.7. The resolution Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 12.8. The directors director may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

Officers and Agents. 13.1 12.1. The Company may by Resolution of Directors appoint officers of the Company at such Such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, the chief executive officer, a president and one (1) or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. 13.2 12.2. The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 13.3 12.3. The emoluments of all officers shall be fixed by Resolution of DirectorsCompensation Committee. 13.4 12.4. The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 13.5 12.5. The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. 13.6 12.6. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: (a) to amend the Memorandum or these the Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or to approve a liquidation plan; (j) to make a determination that the company will, immediately after a proposed distribution, satisfy Distribution the solvency testvalue of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islandsislands. 13.7 12.7. The resolution Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 13.8 12.8. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.