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    EMP MEDIA INC TRADEMARK MYEX SHAD APPLEGATE JASON FISHER TSESCORTS ADULTSEARCH EROS EROSGUIDE DAVID AZZATO

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    Coinz ltd

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    EMP MEDIA INC TRADEMARK MYEX SHAD APPLEGATE JASON FISHER TSESCORTS ADULTSEARCH EROS EROSGUIDE DAVID AZZATO

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    © All Rights Reserved
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    Download as pdf
    18 views51 pages

    Coinz LTD

    Uploaded by

    playyceo
    EMP MEDIA INC TRADEMARK MYEX SHAD APPLEGATE JASON FISHER TSESCORTS ADULTSEARCH EROS EROSGUIDE DAVID AZZATO

    Copyright:

    © All Rights Reserved
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    File Copy CERTIFICATE OF INCORPORATION OFA PRIVATE LIMITED COMPANY Company No. 07076666 The Registrar of Companies for England and Wales, hereby certifies that COINZ LIMITED. is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in ENGLANDAWALES Given at Companies House, Cardiff, on 14th November 2009 a IO 00 OA @: 2A s ag *N07076666P* {THE OFFICIAL SEALOF THE Companies House — forthe record. — ‘The above information was communicated by electronic means and authenticated by the Registrar of Companies under Section 1115 of the Companies Act 2006 Companies House —— for the record. — Application to register a company Received for filing in Electronic Format on the: 13/11/2009 MHD NO1(ef) Company Name in full: Company Type: Situation of Registered Office: Proposed Register Office Address: COINZ LIMITED Private limited by shares England and Wales COMMUNICATIONS HOUSE STATION COURT STATION ROAD GREAT SHELFORD UNITED KINGDOM CB22 SNE I wish to adopt entirely bespoke articles Electronically Filed Document for Company Number: 07076666 Page:1 Proposed Officers Electronically Filed Document for Company Number: 07076666 Page:2 Company Director 1 Type: Person Full forename(s). KEVIN Surname: SWAYNE Former names: Service Address: CHESTERGORD HOUSE HIGH STREET SAFFRON WALDEN UNITED KINGDOM B10 1PL Country/State Usually Resident. ND Date of Birth: 27102/1960 Nationality: BRITISH Occupation: DIRECTOR Consented to Act: ¥ Date authorised: 14/11/2009 Authenticated: Y Electronically Filed Document for Company Number: 07076666 Page:3 Company Director Type: Full forename(s) Surname: Former names: Service Address: Country/State Usually Resident. Date of Birth: 06/09/1966 2 Person BARRY TREVOR PEAK 11 LONDON ROAD CAMBRIDGE, UNITED KINGDOM CB22 79Q ND Nationality: BRITISH Occupation: DIRECTOR Consented to Act: ¥ Date authorised: 14/11/2009 Authenticated: YES Electronically Filed Document for Company Number: 07076666 Page:4 Statement of Capital (Share Capital) Class of shares = ORDINARY Number alloted 100 Aggregate nominal 499 value Currency GBP Amount paid 1 Amount unpaid 0 Prescribed ORDINARY VOTING, DIVIDEND BEARING particulars Statement of Capital (Totals) Currency GBP Total number 100 of shares Total aggregate IBZre ge 100 nominal value Electronically Filed Document for Company Number: 07076666 Page:3 Initial Shareholdings Name KEVIN SWAYNE Address: CHESTERGORD HOUSE Class of share: ORDINARY HIGH STREET SAEFRON WALDEN UNITED KINGDOM Number of shares: 87 CB10 1PL Currency: GBP Nominal value of each share: 87 Amount unpaid: Amount paid: 1 Name BARRY TREVOR PEAK, Address: 44 Class of share: ORDINARY LONDON ROAD CAMBRIDGE UNITED KINGDOM Number of shares: 13 CB22 70Q Currency: GBP Nominal value of each share: 13 Amount unpaid: Amount paid: 1 Electronically Filed Document for Company Number: 07076666 Page:6 Statement of Compliance I confirm the requirements of the Companies Act 2006 as to registration have been complied with Name: KEVIN SWAYNE Authenticated; YES Name: BARRY TREVOR PEAK Authenticated: YES Authorisation Authoriser Designation: subscriber Authenticated: Yes Presenter information Contact Name: Same Day Company Ser Address: 9 Perseverance Wor Kingsland Road London E28DD End of Electronically Filed Document for Company Number: 07076666 Page:7 THE COMPANIES ACT 2006 COMPANY HAVING A SHARE CAPITAL. MEMORANDUM OF ASSOCIATION of COINZ LIMITED Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company and to take at least one share each. Name of subscriber Kevin Swayne Barry Trevor Peak, Dated 13th day of November 2009 THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY SHARES. ARTICLES OF ASSOCIATION of, COINZ LIMITED the incorporation of the Company CONTENTS: CLAUSEPART PART 1 INTERPRETATION AND LIMITATION OF LIABILITY. 1 PART 2, Defined terms Liability of members: DIRECTORS: 24 28 26 PART 3, DIRECTORS’ POWERS AND RESPONSIBILITIES, Directors! general authority ‘Change of Company name ‘Members! reserve power Directors may delegate Committces DECISION-MAKING BY DIRECTORS. Directors to take decisions collectively Directors writen resolutions ‘Unanimous decisions. Calling a directors’ meeting. Participation in directors meetings Chairing of directors’ meetings. ‘Chairman's casting vote at directors’ meetings ‘Quorum for directors meetings Directors! conflicts of interests Records of decisions to be kept Directors discretion to make further rules APPOINTMENT AND TERMINATION OF APPOINTMENT OF DIRECTORS. ‘Number of directors. “Methods of appointing directors. ‘Termination of director's appointment Directors! remuneration Directors! expenses. ALTERNATE DIRECTORS. Appointinent and removal of altemate directors Rights and responsibilities of alternate directors, ‘Termination of sltemate directorship. SECRETARY. Appointment and removal of secretary. 10 n W n n 12 2 2 SHARES AND DISTRIBUTIONS 28 29 30 31 PART 4 SHARES Further issues of shares: authority Further issues of shares: pre-emption rights Powers to issue different classes of share ‘Variation of clas rights ‘Company's lien over shares. Enforcement ofthe company's lien Call notices. Liability to pay calls ‘When call notice need not be issued Failure to comply with call notice: automatic consequences. ‘Notice of intended forfeiture Directors! power to forfeit shares. Effect of forfeiture. Procedure following forfetwee Surtender of shares. Payment of commission on subscription for shares. ‘Company not bound by less than absolute interests Share certificates, Replacement share certificates ‘Transfer of shares- general Voluntary Transfers. Prohibited Transfers ‘Transmission of shares. Exercise of transmittees' rights ‘Transmittees bound by prior notices. Procedure for disposing of fractions of shares, DIVIDENDS AND OTHER DISTRIBUTIONS. Procedure for declaring dividends Calculation of dividends, Payment of dividends and other distributions ‘Deductions from distributions in respect of sums owed to the company ‘No interest on distributions ‘Unclaimed distributions. ‘Non-cash distributions, ‘Waiver of distributions. CAPITALISATION OF PROFITS Authority to capitalise and appropriation of capitalised sums. DECISION-MAKING BY MEMBERS. ORGANISATION OF GENERAL MEETINGS. 63 Convening general meetings 64 Notice of general meetings. 65 Resolutions requiring special notice 66 Attendance and speaking at general meetings. 67 Quorurn For general meetings 68 Chiring general meetings 62 —_Attendance and speaking by directors and non-members 70 Adjournment VOTING AT GENERAL MEETINGS in Voting: general 72 Earors and disputes. TB Poll votes. 74 Content of proxy notices 75 Delivery of proxy notices. 16 Representation of corporations at meetings. 77 Amendments to resolutions WRITTEN RESOLUTIONS, PARTS MISCELLANEOUS PROVISIONS. COMMUNICATIONS, 79 Means of communication to be used ADMINISTRATIVE ARRANGEMENTS. 80 Company seals, 81 ‘No right to inspect accounts and other records, 82 Provision for employees on cessation of business DIRECTORS’ INDEMNITY AND INSURANCE. 83 Indemnity 84 Insurance. 2 2» 29 29 29 30 30 30 31 31 31 32 32 33 34 34 34 35 35 35 36 36 36 3 37 37 PART. INTERPRETATION AND LIMITATION OF LIABILITY Defined terms MW In these Articles, unless the context requires otherwise: Allocation Notice has the meaning given to that term in Artile 48.12; appointor has the meaning given to that tem in Article 24.1; Articles means the Company's articles of association forthe time being in force, bankruptcy includes individual insolvency proceedings ina jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy, Buyer has the meaning given to that term in Article 48.12, ‘CA 2006 means the Companies Act 2006, call as the meaning given to that term in Article 34.1; call notice has the mesning given to that term in Article 34.1, call payment date has the meaning given to that term in Article 37.2.1; capitalised sum has the meaning given to thot term in Article 62.1.2; chairman has the meaning given to that term in Article 13.2; chairman of the meeting has the meaning given to that term in Article 68; (Clear Days means (in elation tothe period ofa notice) that period excluding the day when the notice is given or deemedto be given and the day for which itis given or on which itis totake effect, ‘Companies Acts means the Companies Acts (as defined in section 2 of CA 2006), in so far as, they apply to the Company, ‘Company's lien has the meaning given to that term in Article Con lict has the meaning given to that term in Article 16.2; conflicted director meansa director whohas, of could haye, a Conflict ina situation involving, the Company and consequently whose vote is not to be counted in respect of any resolution t0 authorise such Conflict and who is not to be counted as participating in the quorum for the meeting (or patt of the meeting) at which such resolution is to be voted upon, corporate representative has the meaning given to that term in Acticle 76, director means.a director of the Company, andl includes any person occupying the position of director, by whatever name called; distribution recipient has the meaning given to that term in Article 56.2; document includes, unless otherwise specified, any document sent or supplied in electronic form: Page 1 leetronie form has the meaning given to that term in section 1168 of CA 2006, Excess Securities has the meaning given to that term in Article 29.3.2: Excess Shares has the meaning given to that tenm in Article 48.11.15, fully paid inselation toa share, means thatthe nominal value and any premium to be paidto the Company in respect of that share have been paid to the Company; hard copy form has the meaning given to that term in section 1168 of CA 2006, holder in relation to shares means the person whose name is entered inthe register of members 1s the holder of the shares or, in the case of a share in respect of which a share warrant has been issued (and not cancelled), the person in possession of that Warrant, instrument means a document in hard copy form; lien enforcement notice has the meaning given to that term in Article 33; Market Value has the meaning given to that term in Article 48.4.1, jember has the meaning given to that term in section 112 of CA 2006, Model Articles means the model articles for private companies limited by shares contained in Schedule | of the Companies (Mode] Articles) Regulations 2008 (SI 2009/3229) as amended prior to the date of adoption of these Articles; hnon-conflicted director means any director who is not conflicted director; Offer Notice has the meaning given to that term in Article 48,10, ordinary resolution has the meaning given to that term in section 282 of CA 2006, paid means paid or eredited as paid participate inrelation to directors’ meeting, has the meaning givento thatterm in Article 12; partly.paid in elation to share means that part ofthat share"s nominal Value or any premium at which it was issued has not been paid to the Company; persons entitled has the meaning given to that tem in Article 62.1.2, Proposed Sale Price has the meaning given to that term in Article 48.2.3; proxy notice has the meaning given to thot term in Article 74.2; proxy notification address has the meaning given to that term in Article 75.1; relevant officer has the meaning given tothat term in Articles 83.3.2 or 84.2.1, a8 the case may. be, relevant loss has the meaning given to thot term in Article 84.2.2; relevant rate has the meaning given to that term in Article 37.2.2; Sale Price has the meaning given to that tetm in Article 48.4, Sale Shares has the meaning given to that term in Asticle 48.2.1 and Sale Share shall be construed accordingly; Page 2 13 16 Seller has the meaning given to that tetra in Avicle 48.1; shares means shares in the Company: special resolution has the meaning given to that term in section 283 of CA 2006, subsidiary has the meaning given to that term in section 1159 of CA 2006, ‘Total Transfer Condition has the meaning given to that term in Article 48.2.5: transfer or transfer gas the meaning given to those terms respectively in Anticle 47.1; ‘Transfer Notice has the meaning given to that term in Article 48.1; {ransmittee means person entitle toa share by reson of the death or bankruptey of holder or otherwise by operation of ws, United Kingdom means Great Britain and Norther Irelands and writing means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise Save as otherwise specifically provided in these Articles, words and expressions which have Particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in CAA 2006 as in force on the date when these Articles become binding on the Company shall have the same meanings in these Articles. Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles Unless expressly proviced otherwise, reference toa statute, statutory provision or subordinate legislation is relerence to it as itis in force from time to time and shall inelude any orders, regulations or subordinate legislation from time to time made under it and any amersiment or > enactment of it or any such orders, regulations or subordinate legislation for the time being in force Any phrase introduced by the terms “including”, “include”, "in particular" or any similar expression shal be construed as illustrative and shall not limit the sense of the words preceding, those terms, No regulations set out in any statute or in any statutory instrument or other subordinate legislation conceming companies, including butnot limited to the Model Articles, shall apply to the Company, but the following shall be the articles of association of the Company. Liabit of members ‘The liability of the members is limited to the amount, ifany, unpaid on the shares held by them. Page 3 PART2 DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES, Directors’ general authority Subject to the Articles and to the applicable provisions for the time being of the Companies Acts, the Girectors are responsible for the management of the Company’s business, for which purpose they may exercise al the powers of the Company. Change of Company name Without prejudice to the generatity of Article 3, the directors may resolve in accordance with Article 8 to change the Company" name. Members’ reserve power 5 ‘The members may, by special resolution, direct the directors to take, or refrain from taking, specified action. No such special resolution invalidates anything which the directors have done before the passing, of the resolution, Directors may delegate 61 62 63 Subject to the Articles, the ditectors may delegate any of the powers which are conferred on. them under the Articles: 6.1.1 tosuch person or committee: 6.1.2 by such means (including by a power of attomey); 61.3 tosuch an extent; 6.14 ielation to such matters or territories; and 6.15 on such terms and conditions; 1s they think fit I the directors s specify, any such delegation may authorise further delegation ofthe directors powers by any person to whom they are delegated, ‘The directors may revoke any delegation in whole or aut, or alter its terms and conditions. Committees mM (Committees to which the directors delegate any of their powers must follow procedures which tre based as far as they are applicable on those provisions of the sArticles which gover the taking of decisions by directors, The directors may make rules of procedure forall or any committees, which prevail over rules

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