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I/We being a Shareholder of the above Company HEREBY APPOINT of or failing him of to be my/our proxy to vote for me/us on the assembly of Shareholders to be held on the ____ day of , 20 and at any adjournment thereof. To the holders of the Series A Shares, an quantity equal to the Preference Amount that may be payable to such holders pursuant to paragraph 7.3 in the circumstances set forth therein (collectively, the “Compulsory Payment Preference”). Attend a meeting of administrators at which a matter referring to the transaction arises and be included among the many directors current on the meeting for the needs of a quorum; and signal a document on behalf of the Company, or do another thing in his capacity as a director, that pertains to the transaction. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company beneath the legal guidelines of the British Virgin Islands hereby sign this Memorandum of Association the twenty fourth day of March, 2006.
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