REPUBLIC OF SIERRA LEONE

THE COMPANIES ACT NO. 5 OF 2009

A COMPANY LIMITED BY SHARES

AMENDED

MEMORANDUM AND

ARTICLES OF ASSOCIATION

OF

TWD INVESTMENTS (SL) LIMITED

INCORPORATED ON THE 25th DAY OF SEPTEMBER, 2015

 REPUBLIC OF SIERRA LEONE

THE COMPANIES ACT NO. 5 OF 2009

OF THE LAWS OF SIERRA LEONE

A COMPANY LIMITED BY

SHARES MEMORANDUM OF

ASSOCIATION TWD

INVESTMENTS (SL) LIMITED

A. The name of the Company is TWD INVESTMENTS (SL) LIMITED.

B. The Registered address of the Company is Freetown, Sierra Leone.

The Objects for which the Company is established are as follows:

To engage in and carry out all or any of the business of general

merchandise, either as wholesalers, retailers, factors, commissioned
agents, exporters and importers and in the business of dealers of
merchandise of all kinds.

2. To carry on the business of general merchandise, importers and exporters

of commodities, carriers or in any other capacity in Sierra Leone or
elsewhere and to import, buy sell exchange or otherwise deal in goods,
produce, articles and merchandise.

To carry on all or any of the business of general merchant, importers and

exporters, wholesalers, brokers, suppliers and retailers in all
pharmaceuticals items, goods merchandise and commodities and the
doing of all such other things are incidental or conducive to the attainment
of the above objects.

4. To engage and carry on any of the business of Procurement of all kinds of

commodities, goods and services both within and out of Sierra Leone.

5. To carry on the business of procurement, general suppliers, logistic and

supplier of any goods or commodities, traders, cash and credit traders,
manufacturers, agent and representatives, commission agents, importers,
distributors and suppliers of, and dealers in all products, goods, articles,
wares, merchandise and produce of every descriptions

6. To engage and carry on the business of general trading and other trading
services.
 7. To operate and carry on the business of supply chain services, in sourcing
and outsourcing services.

8. To provide establish and carry on the business as manufacturers,

manufacturers' representative, general merchants, importers, wholesalers,
and retailers, to assemble and package goods, produce and merchandise
of all descriptions

9. To engage in and carry out all or any of the business of general

merchandise, either as wholesalers, retailers, factors, commissioned
agents, exporters and importers and in the business of dealers of
merchandise of all kinds.

10. To carry on the business of general merchandise, importers and exporters

of commodities, carriers or in any other capacity in Sierra Leone or
elsewhere and to import, buy sell exchange or otherwise deal in goods,
produce, articles and merchandise.

11. To carry on all or any of the business of general merchant, importers and
“ exporters, wholesalers, brokers, suppliers and retailers in all
pharmaceuticals items, goods merchandise and commodities and the
doing of all such other things are incidental or conducive to the attainment
of the above objects.

12.To operate and carry on the business of health and beauty products but
not limited to women's products, household products and men's products.

13. To carry on the business of water production, distribution and sales.

14. To act as agents, brokers, trustees, managers or representatives of

companies, firms and individuals and generally to undertake, transact and
execute all kinds of agency business and to act in any of the business of
the company through or by means of agents, brokers, subcontractors or
otherwise.

15. To carry on business and to act as merchants, traders, commission

agents, carriers, or in any other capacity in the Republic of Sierra Leone or
elsewhere and to import, export, buy, sell, barter, exchange, pledge, make
ad\lances upon or otherwise deal in goods, produce articles and
merchandise.

16. To export, import, introduce, sell, distribute, advertise, or market products,

goods, wares, and merchandise of every description; to carry on all or any
of the business of export marketing specialist, market research advisers
and consultants, mail order specialists, manufacturers' agents and
 representatives, importers and exporters, commission agents, general
merchants and traders; and to participate in, undertake, and carry out all
kinds of commercial, industrial, research, trading and financial operations
and enterprises.
17.
To import and deal in rice, wheat, maize, wheat, flour, sugar, powdered
and liquid milk, other provisions and supermarket products through a
chain of supermarkets and stores to be established by the company
throughout Sierra Leone and elsewhere as may be directed by the
Directors.

18.To install, repair all types of communication equipment, suppliers,

operators, importers and exporters of agents for and dealers in
telecommunication equipment and aids, mobile and cellular telephones,
recording machines and manually, electronically and mechanically
operated devices.

19. To carry on the business of Stationery Supplies, Desk top Computers,

Laptop Computers, Computer peripherals, Computer software/Hardware
and other IT equipments.

20.To carry on the business of General suppliers of office equipment,

Computer and computer accessories.

21.To carry on the business as importers of goods generally and to act as

Merchants, Traders, commission Agents, Carriers or in any other capacity
in Sierra Leone or elsewhere, and to import, export, buy, sell, barter,
exchange, pledge, make adVances upon or otherwise deal in gods,
produce, articles and merchandise of every description.

22.To carry on business as Business and Management consultants, market

research Consultants, business transfer agents and to act as
intermediaries in the introduction of sellers, purchasers, partners and
employees in Sierra Leone and to provide overall integrated and
consultancy in the field of Business Management.

23.To import, export, assemble, sell, repair, deal and trade in all kinds of
motor vehicles, pleasure boats, motor cycles, and bicycles including its
accessories and their spare parts.

24. To engage in the business of commercial transportation for the movement

of passenger to and from all parts of Sierra Leone or elsewhere either by
air, Land or sea transportation.
25. To pro\/ide various services and in particular those of a consultancy,
managerial, secretarial, industrial and technical nature and especially the
 trading, transport, communication, agriculture, engineering and mining
industries.

26. To carry on business as business consultants, market research

consultants, business transfer agents, valuers and estate agents and to
act as intermediaries in the introduction of sellers, purchasers, partners
and employees.

27.To provide ad\lice to numerous business/personal adventures for both

foreign and domestic clients.

28.To carry on the business as building constructions of all kinds of public

works including but not limited to the construction, maintenance of roads,
bridges, buildings, interior and exterior decorators, quantity surveyors,
property Values. And carry on business as subcontractors and
manufacturers of, agents for buyers, and sellers of, importers and
exporters of building materials of all description as well as light and heavy
machinery of all description involved in all kinds of construction civil,
electrical and mechanical.

29.To build, construct, maintain alter, engage, pull down and remove or
replace any buildings, factories, mills, offices, work, wharves, roads,
bridges, railways, machinery, engines, walls, fences, banks, dams, sluices
or watercourses and to clear sites for the same..

30. To carry on any of the business of refurbishment and interior designing or

join with any person, firm or company in doing any of the things aforesaid
and to work, manage and control the same or join other in the same carry
on the business of Engineering.

31. To enter into and carry into effect any arrangements for joint working in
business, or for sharing of profits, or for amalgamation with any other
company, or any partnership or persons carry on business within the
objects of this company.

32.To carry out a Business of Clearing, Forwarding, Importers and Exporters

of Commodities, Traders, Commission, Agents, Carriers, or in any other
capacity in Sierra Leone or elsewhere.

33. To carry out all or any of the business of Custom Clearance, Transit
activities, and Transportation of goods.

34.To establish, acquire, or own offices, trading stations, factories stores and
depots in Sierra Leone or elsewhere and to purchase, lease or otherwise
acquire, carry on, develop and impro\ie any interest in any property,
 whether real or personal property or other interest of all descriptions in
Sierra Leone or elsewhere.
35.
To lend and advance money or give credit to clients on such terms or
conditions as may seem expedient and in particular to other
customers.

36. To borrow, raise or secure the payment of money for the purposes of or in
connection with the company's business.

37.To promote the company's business by advertising its products and

services, to promote or take part in trade competitions, displays and
exhibitions in furtherance of any of the above objects of the company.
38.
To invest and deal with monies of the company, not immediately
required in such shares and upon such securities and in such manner as
may from time to time be determined by the managing Director.

39.To act as agents or Brokers and as trustees for any person, firm or
company and to undertake and perform, sub-contract and also to act in
any of the business of the company through or by means of means of
agents, brokers, sub-contractors or persons.

40. To deal in stationeries of all descriptions and to act as manufacturers

and/agents of manufacturers and importers to import and to distribute
school text books, exercise books, school and office equipment of every
kind.
41.
To establish and carry on business as proprietors of Hotels, Guest
Houses, Restaurants, Refreshment and tea rooms, cafes, Tourism and
relaxation centers in Sierra Leone.

42. To establish Resorts, at Beaches and Tourist Sites, as well as Eco —

Tourism and provide services to both domestic and international tourists
and in particular to arrange transfers, excursion, sightseeing tours, tour
guiding, reservation of accommodation and any other such services
pertaining to land tour operations.

43.To provide services to both domestic and international tourists and in

particular to arrange transfers, excursion, sightseeing tours, tour guiding,
reservation of accommodation and any other such services pertaining to
land tour operations.

44. To establish and pro\/ide all kinds of facilities and attractions for customers
and others and to promote, organize, and provide entertainments,
exhibitions dances, amusements, recreations of all kinds whether on the
premises of the company or not.
45.
To carry on the business of promoting tourism in all aspects in
Sierra Leone and organize and assist in the organization,
promotion and operation of tours etc.

46. To carry on business as proprietors of hotels, motels, chalets, lodging

houses, holiday inns, restaurants, holiday camps, refreshment and tea
rooms, cafes, milk and snack bars and rest houses.

47. To operate and carry on the business of night club, conference hall for
rentals, workshops and meeting rooms.

48.To open branches of the company in any part of Sierra Leone or

elsewhere abroad as the Director shall think fit.

49.To operate and carry on the business as proprietors of fishing companies,

firms, enterprises or any organizations, trawlers, pursue netters, seiners,
drifters, mothers hips, factory ships or any boats, ships or vessels
whatsoever and to own same.
50.
To import into the Republic of Sierra Leone and deal in such goods as
crude and refined oil, and such other petroleum products as the
company may consider fit for the benefit of the company and to obtain
license for the sale of same.

51. To carry on any other business, whether subsidiary to the objects of the
company or not, but can in the opinion of the company be carried on
conveniently or advantageously in connection with the business of the
company.

52.To carry on the business as importers, exporters and dealers in general

provisions, pharmaceutical, chemicals, drugs, and their by-products,
cosmetics, toilet requisites, dentifrices, spectacles and spectacle frames
and other articles and commodities of personal and household use and
consumption.

53.To do all such other things as are incidental or conducive to the

attainment of the objects or any other of them and to carry on any other
trade or business whatsoever which can in the opinion of the Board of
Directors be advantageously carried out by the company in connection
with or as ancillary to any of the above business or the general business
of the company.

54.To apply for, promote and obtain any provisional order, license,
concession, right etc from any Government or other authority for enabling
the company to carry out its objects or any of them; or conferring on the
 “company any additional powers, for modifying these presents, or for any
other purpose which may seem expedient, and to oppose any bills and
proceedings or applications which are thought to be directly or indirectly
prejudicial to the company.

AND IT IS HEREBY DECLAREO TI-IAT

(a) In this memorandum of Association the word ”Company shall be

deemed to include any Company, Partnership, Cooperative Society,
and other society, body politics, Public or Juristic body, or body of
persons whatever whether domicile in Sierra Leone or elsewhere.

(b) Words and expressions in the Memorandum of Association contained

importing the singular shall be deemed to include the plural and Vice
versa, and those importing persons to include companies, unless the
context otherwise required.

( c) The object in this memorandum of Association is and shall be

regarded as an independent main object and accordingly shall in
no way be limited or restricted by reference to or inference from the
time or numerical position of any of the other paragraphs of this said
clause or the name of the company, and may be carried out in as full
and simple manner and constructed in as wide a sense as if each of
the said paragraphs denied the objects of a separate, distinct and
independent Company.

D. THE LIABILITY OF MEMBERS IS LIMITED.

E. The Share capital of the Company is Le 1,000,000.00 (One Million

Leones) diVided into 1,000 Shares of Le 1,000.00 (One Thousand
Leones) each.

F. That twenty five percent of the share capital has been subscribed for.

The company has the power from time to time to increase its capital and
issue any shares in the original or increased capital as ordinary, preferred
or deferred shares and to attach to any class or classes of each shares
any preferences, rights, priVileges or conditions or to subject the same to
any restrictions or limitation that may be determined before the issue of
the shares effected thereby
I the person whose name and address is subscribed am desirous of being formed
into a company in pursuance of this Memorandum of Association and I respectfully
agree to take the number of shares in the capital of the company set opposite my
name.

NAMES, ADDRESSES AND NUMBER OF 9HARE9 TAKEN BY SIGNATURES

DESCRIPTION OF SUBSCRIBERS EACH SUB9CRIBER AND

TWD INVESTMENTS NYRT

1021 BUDAPEST, g **•
BUDAKESZI ÛT 51/d 100º/» |
HUNGARY
BUSINESS ENTITY

Dated this day of 2015.

WITNESS TO THE ABOVE SIGNATURE:

Name..qe.•.ê...........Cfù.al.a.1............

Occupation..... LtÛÊ. . ...... .O. .. .......

Signatur
 REPUBLIC OF SIERRA LEONE

THE COMPANIES ACT NO.5 OF 2009

COMPANIES LIMITED BY SHARES

AMENDED ARTICLES OF ASSOCIATION

OF

TWD INVESTMENTS (SL) LIMITED

PRELIMINARY

1. Subject as herein provided the rules contained in Table “A” in the first
schedule to the companies Act (herein referred to, as Table “A”) shall
apply to the company.

PRIVATE COMPANY

2. The company ”s a private company within the meaning of section 19 of the Act
and accordingly the following provisions shall apply to the Company
a. The offer to the public to subscribe for any shares or debentures of
the Company is restricted.
b. The number of members of the company is limited to fifty (50) excluding
persons who are bona fide in the employment of the Company and
persons who, having been formerly in the employment of the company,
were while in that employment have continued after the determination of
that employment, be to members of the Company. (a)The right of transfer
of shares in the company is restricted in the manner hereinafter provided.

SHARE CAPITAL

3. The share capital of the company is Le 1,000,000.00 (One Million Leones)

divided into 1,000 shares of Le 1,000.00 (One Thousand Leones) each except as
hereinafter provided with regard to the rights to appoint and remove directors, all
the said shares shall rank pari pasu in all respect.
4. The Company may by ordinary resolution increase the share capital to be divided
into shares of such account as the resolution shall prescribe as the resolution
shall prescribe.
 5. The Company may by ordinary resolution consolidate and divide all or
any of the share capital into shares of larger amount than its existing.

TRANSFER OF SHARES

6. A member may at any time transfer any of his or her shares to another
member of the company, but save as herein otherwise provided no share
shall be transferred to a person who is not a member so long as any
member is willing to purchase the same at a fair value; provided always
that any such transfer shall not have the effect of preventing the company
from, or in the continuation of its objects, operations and functions within
and in conformity with the provisions of any existing laws in Sierra Leone.
7.
The Company shall ha've the first and paramount lien and charge all
shares whether fully paid or not, registered in the name of the member
(whether solely or jointly with any others) for all monies due to the
company from or his estate either alone or jointly with any other
person, whether a member or not and whether such monies are presently
payable or not. The company lien (if any) shall extend to all dividends
thereon.

8. In order to ascertain whether any member is willing to purchase a share,

the person proposing the transfer of same whether or not a member of the
Company (hereinafter called “the proposing transferor”) shall give notice in
writing to the Company that he desires to transfer the same. Every
transfer notice in writing (hereinafter called “transfer notice”) Every transfer
notice shall specify the sum which the proposing transferor fixes as the fair
value and shall constitute the Company as the agent of the proposing
transferor for the sale of any of the shares comprised therein, to any
member at the price so fixed or at the fair value as certified by the Auditor
for the time being of the Company, in accordance with Article 7.

FORFEITURE OF SHARES

9. Rules 20-26 of Table A shall be applicable with the addition of the

following provision “and the company may at the discretion of the
Directors; repay to him the amount or any portion thereof that has
previously paid in part in respect of the said shares”.

10. A forfeiture of shares shall include all dividends in respect of the shares
not actually paid before the forfeiture, notwithstanding that they shall have
been declared. forfeiture of shares shall involve the extinction at the time
of forfeiture of all interest in and all claims and demands against the
company in respect of the share, and all shareholders whose share is
forfeited and the company, except only such of those rights and liabilities
as are these Articles expressly saved, or as are by the Acts given or
imposed in the case of past members.
 GENERAL MEETINGS AND PROCEEDINGS AT GENERAL
MEETING

11.No business shall be transacted at any General Meeting unless a quorum of

three members are present at the time when the meeting proceeds to business,
such member or their proxies appointed in writing.

12.Subject to the provision of the Act, a resolution in writing signed by all the
members for the time being entitled to receive notice and to attend and vote at
General Meeting shall be as valid and effective as if the same had been passed
at General Meeting of the company duly convened and held.

VOTE OF MEMBERS

13. Subject to any rights of restrictions for the time being attached to any class or
classes of shares, on a show of hands every member present in person shall
have one vote and on a poll every member shall have one vote for each share of
which he is the holder.

DIRECTORS

14.Unless and until otherwise determined by the Company in General Meeting, the
number of Directors shall not be less than two or more than five.

15. The Directors of the company shall be:

1. SZABOLCS VERES BORCSA

2. JANOS PETER KAPITANY

16.Every Director shall have power from time to time by notice in writing to the
Company to nominate and appoint any person to act as Alternate Director in his
place at all or any Meeting of Directors at which he/she shall not be present, and
any such Alternate Director shall be subject in all respects to the terms and
conditions existing with reference to the other Directors of the Company except
that he shall not be required to be a Shareholder nor shall he be entitled to any
remuneration (as such) from the Company. Such appointment may be made by
reference to any specific meetings of the Board or in general terms so as to take
effect in respect of all meetings of the board at which the Director concerned shall
not be present. An Alternate Director whilst acting as such shall exercise and
discharge all the powers and duties of the Director appointing him. A Director
may at any time by notice in writing to the Company revoke the appointment of
any alternate director appointed by him under the provisions of this clause and
appoint another person in his or her place.
17. A casual vacancy accruing in the Board of Directors between one General
Meeting and the next may be filled up by Directors.

18. The Office of a Director shall be vacated if the Director:-

a. Without the consent of the Company in General Meeting if he or she holds

any other office or offices of profit under the Company except that of
Managing Director and or Company Secretary;
b. Becomes bankrupt;
c. Becomes prohibited from being a Director by reason of any order made
under sections 216,-219 or 458 of the Companies Act.
d. Is found to be a lunatic or becomes of unsound mind.
e. Resigns his or her office by notice in writing to the Company.
f. Is punished with imprisonment for a term exceeding six months without the
option of a fine.
g. Save as herein otherwise provided, the quorum necessary for the
transaction of the business of the Directors shall be three.
h. The Directors may also be paid all travelling, hotel and other expenses
properly incurred by them in attending and returning from meeting of the
Director or General Meetings of the Company or in connection with the
business of the Company, provided such business is sanctioned by the
Board.

19. The Directors shall have the power at anytime and from time to time
appoint any person to be an additional Director but so that the total number
of Directors at any time shall not exceed the maximum number fixed by
these Articles. They shall also haVe power to remove at anytime a person
so appointed as additional Director but so that the total number of
Directors shall not exceed the maximum number fixed by these Articles.
They shall also have the power to remove at any time a person so
appointed as additional Director.

20. There shall be appointed a Chairman who shall be the Chief Executive
Officer of the Company.

21. The business of the Company shal! be managed by the Chairman, The
Company Secretary, and such other persons as may be decided by the
Directors who may pay all expenses incurred in starting up and registering
the Company and may exercise all such powers of the Company as are
not in the Act or by these Articles required to be exercised by the Company
in General Meeting subject, nevertheless to any rule of these Articles, to
the provisions of the Act and to such rules not being inconsistent with the
aforesaid rules or provisions, as may be prescribed by the Company in
General Meeting, shall invalidate any prior act of the Directors which would
have been valid if the rule had not been made.
22. The Directors may borrow or raise from time to time for the purpose for the
company or secure the payment of such sums as they think fit, and may
secure the repayment or payment of any such sums by mortgage to
charge upon all or any of the property or assets of the company, including
its so called capital, if any, or by issue of debentures (whether at par or at
discount or premium) or by accepting or endorsing on behalf of the
company any promissory notes or bills of exchange to otherwise as they
may think.

23. A resolution in writing signed by every Director shall have the same effect
and Validity as a resolution of the Directors passed at a meeting of the
Directors duly convened, held, and constituted.

24. A Director shall be capable of contracting or participating in the profits of

any contract with the Company in the same manner as if he were not a
director, provided always that he or she shall declare the nature of the
interest in any contract or proposed contracts in which he is interested or
any matter arising there out. A general notice to the Directors that a
Director is a member of a specified firm or Company shall be sufficient
disclosure under this Article and after such general notice, it shall not be
necessary to give any special notice relating to any particular transaction
with such firm or company.

25. A Director may any other hold office or place of profit under the Company
or act in any professional capacity (other than that of Auditor of Company)

INDEMNITY

26. Subject to the provisions of Section 246 of the Act every Director or other
officer or employee of the company shall be indemnified out of the assets
of the company against all expenses, losses or liabilities which he may
incur or sustain in or about the execution of the duties of his office or
otherwise in relation thereto, and no Director or other officer or happen to,
or be incurred by the company in the execution of the duties of his or her
office or in relation thereto.

CAPITALIZATION OF PROFITS

27. The Company in general meeting may upon the recommendation of the
Directors resolve that it is desirable to capitalise any part of the amount for
the time being standing to the credit of the profit and loss account
otherwise available for distribution amongst the members who would have
been entitled thereto if distributed by way of dividend and in the same
proportion, on condition that the same be not paid in cash but be applied
either in or towards paying up any amounts for the time being unpaid on
 any shares held by such members respectively or paying up in full
unissued shares or debentures of the Company to be allotted and
distributed, credited as fully paid up to and amongst such members in the
proportion aforesaid, or partly in the one way and partly in the other and
the Directors shall give effect to such resolution. Provided that a share
premium account and special redemption reserve fund, for the purpose of
this regulation, only be applied in the paying up of unissued shares to be
members of the Company as fully paid bonus shares

28. Whenever such resolution as aforesaid shall have been passed, the
Directors shall make all appropriations and applications of the undivided
profits resolved to be capitalised thereby, and all allotments and issue of
fully paid shares or debentures, if any, and generally shall do all acts and
things required to giVe effect thereto with full power to the Directors to
make such provision by the issue of fractional certificates or by payment in
cash or otherwise as they think fit for the case of shares or debentures
to which they may be entitled upon such capitalisation, or (as the case
may require) for payment up of the by the Company in their behalf, by the
application thereto of their respective proportions of the profits resolved to
be capitalised, of the amounts or any part of the amounts remaining
unpaid on their existing shares and any agreement made under such
authority shall be effective and binding on all such members.

SEAL

29. The Company Seal shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors and in the presence of
a Director and the Secretary or such other person as the Directors may
appoint for the purpose as aforesaid shall sign every instrument to which
the Seal of the Company is so affixed in their presence.
NAMES, ADDRESSES AND NUMBER OF SHARES TAKEN BY SIGNATURES
DESCRIPTION OF SUBSCRIBERS EACH SUBSCRIBER AND

TWO INVESTMENTS NYRT

1021 BUDAPEST,
BUDAKESZI ÙT 51/d 100•/
HUNGARY
BUSINESS ENTITY

Dated this 2015.

WITNESS TO THE ABOVE SIGNATURE:

Signature. .