Exhibit 3.1

BVI COMPANY NUMBER: 2046056

BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT 2004

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

WESHOP HOLDINGS LIMITED

A COMPANY LIMITED BY SHARES

Incorporated on 16th October 2020

Amended and restated on September 19, 2025

TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI

BUSINESS COMPANIES ACT 2004

MEMORANDUM OF ASSOCIATION

OF

WESHOP HOLDINGS LIMITED

A COMPANY LIMITED BY SHARES

Act means the BVI Business Companies Act, Revised Edition 2020;

Admission means the admission to trading of the Class A Shares on the Stock Exchange;

Annual General Meeting means a General Meeting which is designated as the Annual General Meeting;

Articles means the attached articles of association of the Company;

Auditor means the person for the time being performing the duties of auditor of the Company;

Board means the board of Directors or the Directors present at a duly convened meeting of the Directors at which a quorum is present;

Business Day means a day other than a Saturday, a Sunday, or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City (New York), St Helier (Jersey) or Road Town (BVI);

BVI means British Virgin Islands;

Chair of the Board has the meaning specified in Regulation 15;

Class A Shareholder means a holder of Class A Shares;

Class A Shares means the Class A Ordinary Shares of no par value of the Company;9

Class B Shareholder means a holder of Class B Shares;

Class B Shares means the Class B Ordinary Shares of no par value of the Company;

clear days in relation to the period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

Company Broker has the meaning given in Regulation 7.2.4;

Compensation Committee means the compensation committee of the Board established pursuant to the Articles, or any successor committee;

Conflicted Director means (in relation to a Relevant Situation) a Director who has made a submission for authorisation in respect of that Relevant Situation;

Director means a director of the Company, and includes any person occupying the position of Director, by whatever name called;

Distribution in relation to a distribution by the Company to a Shareholder means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Shareholder, or the incurring of a debt to or for the benefit of a Shareholder, in relation to Shares held by a Shareholder, and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of Shares, a transfer of indebtedness or otherwise, and includes a dividend;

electronic means actuated by electric, magnetic, electro-magnetic, electro-chemical or electro-mechanical energy and by electronic means, means by any manner capable of being so actuated and shall include e-mail and/or other data transmission service;

Electronic Transactions Act means the BVI Electronic Transactions Act;

Exchange Act means the U.S. Securities Exchange Act of 1934 or any similar U.S. federal statute and the rules and regulations of the SEC;

Extraordinary General Meeting means any General Meeting which is not an Annual General Meeting;

General Meeting means a meeting of the Shareholders;

held means, in relation to Shares, the Shares entered in the Register of Members as being held by a Shareholder and term holds, holding and holder shall be construed accordingly;

Listing Date means that date on which the Class A Shares are admitted to trading on a Stock Exchange;

Lock-in Period has the meaning given in Regulation 7.2.1;

Memorandum means this memorandum of association of the Company;

Officer means a person appointed to hold an office in the Company;

Orderly Market Period has the meaning given in Regulation 7.2.4;

Ordinary Shares means the Class A Shares and the Class B Shares;

Person includes individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

present in person means, in the case of an individual, that individual or their lawfully appointed attorney being present in person and, in the case of a corporation, being present by duly authorised representative or lawfully appointed attorney and, in relation to meetings, in person shall be construed accordingly;

Register of Directors has the meaning specified in Regulation 11.10;

Register of Members has the meaning specified in Regulation 3.6;

Registrar means the BVI Registrar of Corporate Affairs;

Relevant Situation means a matter or situation in which a Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company (including, without limitation, in relation to the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it);

Representative has the meaning specified in Regulation 8.2;

Resolution of Directors means either:

Resolution of Shareholders means either:

Seal means any seal which has been duly adopted as the common seal of the Company;

SEC means the U.S. Securities and Exchange Commission;

Securities means Shares and debt obligations of every kind of the Company, including without limitation options, warrants and rights to acquire Shares or debt obligations;

Securities Act means the U.S. Securities Act of 1933 or any similar U.S. federal statute and the rules and regulations of the SEC;

Share means a share issued or to be issued by the Company;

Shareholder means a Person whose name is entered in the Register of Members as the holder of one or more Shares or fractional Shares;

Stock Exchange means any U.S. national securities exchange on which the Securities are listed for trading, including, but not limited to, The Nasdaq Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC or any over-the-counter (OTC) market;

Treasury Share means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled;

U.S. means the United States of America; and

written or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and in writing shall be construed accordingly.

TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 ARTICLES OF ASSOCIATION

OF

WeShop Holdings Limited

A COMPANY LIMITED BY SHARES

The following sections of the Act shall not apply to the Company:

Unless and until the Directors resolve to issue share certificates, no share certificate shall be issued, and the records of the shareholdings of each Shareholder shall be in uncertificated book entry form. If the Directors do resolve to issue share certificates in respect of any one (1) or more classes of Shares, then every Shareholder holding such Shares shall be entitled, upon written request only, to a certificate signed by a Director or Officer, or any other person authorised by a Resolution of Directors, or under the Seal specifying the number of Shares held by them and the signature of the Director, Officer or authorised person and the Seal may be facsimiles or affixed by electronic means pursuant to the Electronic Transactions Act.

Any Shareholder receiving a share certificate for certificated Shares shall indemnify and hold the Company and its Directors and Officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof.

If a share certificate for certificated Shares is defaced, worn out, lost or destroyed it may be replaced without fee but on such terms (if any) and on satisfactory proof of its loss together with such an indemnity and to payment of any exceptional out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement or wearing out, on delivery of the old certificate to the Company.

All forms of certificate for Share or loan capital or other Securities (other than letters of allotment, scrip certificates and other like documents) shall be issued under the Seal or in such other manner as the Board may authorise. The Board may by Resolution of Directors determine, either generally or in any particular case or cases, that any signatures on any such certificate need not be autographic but may be affixed to such certificate by some mechanical or electronic means or may be printed thereon or that such certificate need not be signed by any person.

If several Persons are registered as joint holders of any Shares, any one of such Persons may give an effectual receipt for any Distribution.

Prior to Admission, Shares and other Securities may be issued at such times, to such Persons, for such consideration and on such terms as the Directors may by Resolution of Directors determine.

Following Admission, the Directors shall be authorised to issue such number of Shares on such terms as they in their discretion determine by Resolution of Directors.

In so far as the provisions of Sub-Regulation 3.2apply, such provisions shall not apply to the allotment of any Shares for a consideration other than cash, or to the allotment of any Shares to an employee share scheme.

Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in General Meeting), the Act and, where applicable, the rules of the Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares with or without preferred, deferred or other rights or restrictions, whether in regard to a dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Act and the Articles) vary such rights.

The Company may issue Securities, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other Securities, upon such terms as the Directors may from time to time determine.

A Share may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.

No Shares may be issued for a consideration, which is in whole or in part, other than money, unless a Resolution of Directors has been passed stating:

The consideration paid for any Share, whether a par value Share or a no par value Share, shall not be treated as a liability or debt of the Company for the purposes of:

The Company shall keep a register of members (the Register of Members) containing:

The Register of Members may be in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the Directors otherwise determine, the magnetic, electronic or other data storage form shall be the original Register of Members.

A Share is deemed to be issued when the name of the Shareholder is entered in the Register of Members.

Nothing in these Articles shall require title to any Shares or other Securities to be evidenced by a certificate if the Act and the rules of the Stock Exchange permit otherwise.

Shareholders holding ninety (90%) of the votes of the outstanding Shares entitled to vote may be give a written instruction to the Company directing it to redeem the Shares held by the remaining Shareholders. Upon reciept of the written instruction, the Company shall redeem the Shares specified in the written instruction irrespective of whether or not the Shares are by their terms redeemable.

The Company may acquire its own fully paid Shares for no consideration by way of surrender of the Shares to the Company by the person holding the Share. Any such surrender shall be in writing and signed by the person holding the Shares.

The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the Directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of fifty per cent (50%) of the issued Shares in which case they shall be cancelled but they shall be available for reissue.

All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

Treasury Shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine.

Where Shares are held by another body corporate of which the Company holds, directly or indirectly, Shares having more than fifty per cent (50%) of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

Shareholders may mortgage or charge their Shares.

There shall be entered in the Register of Members at the written request of the Shareholder:

Where particulars of a mortgage or charge are entered in the Register of Members, such particulars may be cancelled:

Whilst particulars of a mortgage or charge over Shares are entered in the Register of Members pursuant to this Regulation:

Shares whose issue price is not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note, other written obligation to contribute money or property or a contract for future services are deemed to be not fully paid.

A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares.

The written notice of call referred to in Regulation 6.2 shall name a further date not earlier than the expiration of fourteen (14) days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

Where a written notice of call has been issued pursuant to Regulation 6.4 and the requirements of the notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.

The Company is under no obligation to refund any moneys to a Shareholder whose Shares have been cancelled pursuant to Regulation 6.4 and that Shareholder shall be discharged from any further obligation to the Company.

Subject to these Articles and the rules or regulations of the Stock Exchange or any relevant rules of the SEC or securities laws (including, but not limited to the Exchange Act), a Shareholder may transfer all or any of their Shares. If the Shares in question were issued in conjunction with rights, options, or warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.

Shares and Treasury Shares are transferable, subject to the consent of the Directors who may, subject to the terms of issue thereof and the rules or regulations of the Stock Exchange or any relevant rules of the SEC or securities laws (including, but not limited to the Exchange Act), in their absolute discretion, refuse to consent to any transfer and decline to register the transfer without giving any reason.

The instrument of transfer of any Share shall be in:

Subject to Regulations 2.2 and 2.3, where the Company has issued a certificate in respect of a Share proposed to be transferred, the transferor shall lodge, with the instrument of transfer, the original certificate relating to the Share being transferred.

The transfer of a Share is effective when the name of the transferee is entered on the Register of Shareholders. Until such time, the transferor shall be deemed to remain a Shareholder.

If the Directors are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may, on receipt of such indemnities as they may require:

Where the Directors refuse to register a transfer of a Share, they shall, within two (2) months after the date on which the transfer was lodged with the Company, notify the transferee of the refusal.

The transfer of Treasury Shares may be for valuable consideration or otherwise, and at a discount to the par value of the Shares.

The Board shall convene and the Company shall hold an Annual General Meeting at least once in each calendar year.

Subject to the requirements of the Act and Regulation 9.1, any Director may convene meetings of the Shareholders at such times and in such manner and places within or outside the BVI as the Director considers necessary or desirable.

Upon the written request of Shareholders entitled to exercise thirty per cent (30%) or more of the voting rights in respect of the matter for which the meeting is requested (the “Special Meeting Request”) the Directors shall convene a meeting of Shareholders. The Special Meeting Request may consist of several documents in like form each signed by one or more requisitionists (each such requisitionist, a “Requisitioning Member”) and must:

A Special Meeting Request shall not be valid, and the Company shall not call an extraordinary general meeting if:

Shareholders seeking to bring business before an Annual General Meeting, or to nominate candidates for appointment as Directors at an Annual General Meeting, must provide written notice of such business to the Company. Such notice must be received at the Company’s principal office no later than the close of business on the ninetieth (120^th) day nor earlier than the close of business on the one-hundred and fiftieth (150^th) day prior to the anniversary date of the immediately preceding Annual General Meeting.

As to each person whom the Member or Requisitioning Members propose to nominate for appointment as a Director:

(A) owe fiduciary duties under the Statute with respect to the Company and its Members; and

(B) comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Company applicable to Directors and in effect during such Person’s term in office as a director;

Notice

At least fourteen (14) clear days’ written notice shall be given for every Annual General Meeting and at least seven (7) clear days’ written notice for Extraordinary General Meetings. Notices of Shareholder meetings shall be sent to:

Subject to the Act or the rules of the Stock Exchange, a notice of a General Meeting may be published on a website providing the recipient is given separate notice of:

If a Member notifies the Company that they are unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Shareholder by any other means permitted by these Articles. This will not affect when that Shareholder is deemed to have received notice of the meeting.

A website notice is deemed to be given when the Shareholder is given notice of its publication.

Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until at least the conclusion of the meeting to which the notice relates.

The Director convening a meeting of Shareholders may fix as the record date, for determining those Shareholders that are entitled to vote at the meeting, the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.

A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least ninety per cent (90%) of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds.

The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Shareholder or another Director, or the fact that a Shareholder or another Director has not received notice, does not invalidate the meeting.

A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder.

The instrument appointing a proxy shall be produced at the place designated for the meeting at least three (3) Business Days before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.

The instrument appointing a proxy shall be in substantially the following form or such other form as the chair of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy.

The following applies where Shares are jointly owned:

A Shareholder shall be deemed to be present at a meeting of Shareholders if they participate by telephone or other electronic means and all Shareholders participating in the meeting are able to hear each other. In the event that no Shareholders are physically present at the place chosen for any meeting such meeting will be deemed to be held at the location where the chair of the meeting is physically present.

No business shall be transacted at any meeting of Shareholders unless a quorum is present when the meeting proceeds to business. A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy holders of ten per cent (10%) of the Shares entitled to vote on the resolutions of Shareholders to be considered at the meeting. The absence of a quorum shall not preclude the appointment of a chair in accordance with the provisions of these Articles, which shall not be treated as part of the business of the meeting.

If within two (2) hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the next Business Day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the Directors may determine, and if at the adjourned meeting there are present within one (1) hour from the time appointed for the meeting in person or by proxy not less than one third (33.33%) of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

At every meeting of Shareholders, the Chair of the Board shall preside as chair of the meeting. If there is no Chair of the Board or if the Chair of the Board is not present at the meeting, the Shareholders present shall choose one (1) of their number to be the chair. If the Shareholders are unable to choose a chair for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chair failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair.

The chair may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

At any meeting of the Shareholders the chair is responsible for deciding in such manner as they consider appropriate whether any resolution proposed has been carried or not and the result of their decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chair has any doubt as to the outcome of the vote on a proposed resolution, they shall cause a poll to be taken of all votes cast upon such resolution. If the chair fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chair of the result of any vote may immediately following such announcement demand that a poll be taken and the chair shall cause a poll to be taken. Any Shareholder present in person or by proxy may demand a poll at any time. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

Subject to the specific provisions contained in this Regulation for the appointment of representatives of Persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the Person is constituted or derives its existence. In case of doubt, the Directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company.

Any Person other than an individual which is a Shareholder may authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Shareholder which they represent as that Shareholder could exercise if it were an individual.

The chair of any meeting at which a vote is cast by proxy or on behalf of any Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within seven (7) days of being so requested or the votes cast by such proxy or on behalf of such Person shall be disregarded.

Directors may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares.

Save as where expressly provided otherwise in the Memorandum or Articles, any action which requires a resolution of the Shareholders pursuant to the Act or any other BVI legislation, shall be authorised if approved by Resolution of Shareholders.

An action that may be taken by the Shareholders at a meeting may, prior to the Listing Date, also be taken by a resolution consented to in writing, without the need for any notice, but if any resolution of the Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, an announcement including the material terms of such written resolutions will be published by the Company on its website as soon as reasonably practicable after they have taken effect. Upon such publication, any Shareholder that has not consented to such written resolutions will be deemed to have been notified of their contents. The consent may be in the form of counterparts, each counterpart being signed by one (1) or more Shareholders. If the consent is in one (1) or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Shareholders holding a sufficient number of votes of Shares to constitute a resolution of the Shareholders have consented to the resolution by signed counterparts.

When the registered address of any Shareholder appears to the Board to be incorrect or out of date such Shareholder may, if the Board so resolves, be treated as if they had no registered address and the Company will not thereafter be obliged to send to such Shareholder cheques, warrants, notices of meetings or copies of the documents referred to in these Articles; provided that no resolution as aforesaid shall be proposed by the Board until cheques or warrants sent to the registered address of such Shareholder have been returned by the postal service or left uncashed on at least two (2) consecutive occasions or, following one (1) such occasion, reasonable enquiries have failed to establish any new address of such Shareholder.

The Company shall be entitled to sell at the best price reasonably obtainable any Share of a Shareholder or any Share to which a person is entitled by transmission if and provided that:

To give effect to any such sale the Company may appoint any person:

The Company shall account to the Shareholder or other person entitled to such Share for the net proceeds of such sale and shall be deemed to be their debtor and not a trustee for them in respect of the same. Any money not accounted for to the Shareholder or other person entitled to such Share shall be carried to a separate account and shall be a permanent debt of the Company provided that such debt shall not incur interest and the Company shall not be required to account for any money earned on the net proceeds. Money carried to such separate account may either be employed in the business of the Company or invested in such investments (other than Shares or its holding company, if any) as the Directors may from time to time think fit.

The minimum number of Directors shall be one (1) and there shall be no maximum number.

The Directors shall be elected by Resolution of Shareholders or by Resolution of Directors.

No person shall be appointed as a Director, alternate Director, or nominated as a reserve Director, of the Company unless they have consented in writing to be a Director, alternate Director or to be nominated as a reserve Director respectively.

Subject to Regulation 11.5, each Director holds office for the term, if any, fixed by the Resolution of Shareholders or the Resolution of Directors appointing them, or until their earlier death, resignation, retirement by rotation or removal. If no term is fixed on the appointment of a Director, the Director serves indefinitely until their earlier death, retirement by rotation, resignation or removal.

The following provisions in relation to the retirement of Directors by rotation shall apply:

A Director may be removed from office:

A Director may resign their office by giving written notice of their resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A Director shall resign forthwith as a Director if they are, or becomes, disqualified from acting as a Director under the Act.

The Directors may at any time appoint any person to be a Director either to fill a vacancy or as an addition to the existing Directors. Where the Directors appoint a person as Director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a Director ceased to hold office.

A vacancy in relation to Directors occurs if a Director dies or otherwise ceases to hold office prior to the expiration of their term of office.

The Company shall keep a register of Directors (the Register of Directors) containing such information as may be proscribed by the Act.

The Register of Directors may be kept in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original Register of Directors.

The Company shall file for registration with the Registrar a copy of its Register of Directors (and any changes to the Register of Directors) in accordance with the provisions of the Act.

The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or General Meetings, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination of such methods.

The Directors may by resolution approve additional remuneration to any Director for any services other than their ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to their remuneration as a Director.

The Directors, on behalf of the Company, may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to their widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension, or allowance.

A Director is not required to hold a Share as a qualification to office.

A Director, by written instrument deposited at the registered office of the Company may from time to time appoint another Director or another person who is not disqualified for appointment as a Director under the Act to be their alternate to:

No person shall be appointed as an alternate Director unless they have consented in writing to be an alternate Director. The appointment of an alternate Director does not take effect until written notice of the appointment has been deposited at the registered office of the Company.

The appointing Director may, at any time, terminate or vary the alternate’s appointment. The termination or variation of the appointment of an alternate Director does not take effect until written notice of the termination or variation has been deposited at the registered office of the Company, save that if a Director shall die or cease to hold the office of Director, the appointment of their alternate shall thereupon cease and terminate immediately without the need of notice.

An alternate Director has no power to appoint an alternate, whether of the appointing Director or of the alternate Director.

An alternate Director has the same rights as the appointing Director in relation to any Directors’ meeting and any written resolution of Directors circulated for written consent. Unless stated otherwise in the notice of the appointment of the alternate, or a notice of variation of the appointment, if undue delay or difficulty would be occasioned by giving notice to a Director of a resolution of which their approval is sought in accordance with these Articles their alternate (if any) shall be entitled to signify approval of the same on behalf of that Director. Any exercise by the alternate Director of the appointing Director’s powers in relation to the taking of decisions by the Directors is as effective as if the powers were exercised by the appointing Director. An alternate Director does not act as an agent of or for the appointing Director and is liable for their own acts and omissions as an alternate Director.

The remuneration of an alternate Director (if any) shall be payable out of the remuneration payable to the Director appointing them (if any), as agreed between such alternate Director and the Director appointing them.

The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders.

Each Director shall exercise their powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising their powers or performing their duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.

Any Director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise.

The continuing Directors may act notwithstanding any vacancy in their body.

The Directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

The Company has no power to grant loans to the Directors.

Any one Director may call a meeting of the Directors by sending a written notice to each other Director.

The Directors or any committee thereof may meet at such times and in such manner and places within or outside the BVI as the Directors may determine to be necessary or desirable.

A Director is deemed to be present at a meeting of Directors if they participate by telephone or other electronic means and all Directors participating in the meeting are able to hear each other.

A Director shall be given not less than three (3) days’ notice of meetings of Directors, but a meeting of Directors held without three (3) days’ notice having been given to all Directors shall be valid if all the Directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a Director at a meeting shall constitute waiver by that Director. The inadvertent failure to give notice of a meeting to a Director, or the fact that a Director has not received the notice, does not invalidate the meeting.

A meeting of Directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half (50%) of the total number of Directors, unless there are only two (2) Directors in which case the quorum is two (2).

If the Company has only one Director the provisions herein contained for meetings of Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole Director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

At meetings of Directors at which the Chair of the Board is present, they shall preside as chair of the meeting. If there is no Chair of the Board or if the Chair of the Board is not present, the Directors present shall choose one of their number to be chair of the meeting.

An action that may be taken by the Directors or a committee of Directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of Directors consented to in writing or by written electronic communication by a majority of the members of the committee without the need for any notice. A written resolution consented to in such manner may consist of several documents, including written electronic communication, in like form each signed or assented to by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last member has consented to the resolution by signed counterparts.

A person may participate and vote in a meeting of the Directors or committee of Directors by telephone or other electronic means by means of which all the persons participating in the meeting are able to hear each other. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chair is at the start of the meeting.

The Directors shall cause minutes to be made in books kept for the purpose of all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting.

A Director who is present at a meeting of the Board at which action on any Company matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent from such action with the person acting as the chair or secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a Director who voted in favour of such action.

The Directors may establish any committees, local boards, or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject to any conditions the Directors may impose, and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee, local board, or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

The Directors may adopt formal written charters for committees. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Stock Exchange, the SEC, and/or any other competent regulatory authority or otherwise under applicable law.

The Directors have no power to delegate to a committee of Directors any of the following powers:

Regulations 14.3.2 and 14.3.3 do not prevent a committee of Directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.

The meetings and proceedings of each committee of Directors consisting of two (2) or more Directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of Directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

Where the Directors delegate their powers to a committee of Directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on Directors under the Act.

The Company may by Resolution of Directors appoint Officers at such times as may be considered necessary or expedient. Such Officers may consist of a Chair of the Board, 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.

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 Chair 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.

The emoluments of all Officers shall be fixed by Resolution of Directors.

The Officers 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.

The Directors may, by Resolution of Directors, appoint any person, including a person who is a Director, to be an agent of the Company.

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 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:

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.

The Directors may remove an agent appointed by the Company and may revoke or vary a power conferred on them.

and, subject to compliance with the Act, the Conflicted Director shall not by reason of their office be accountable to the Company for any benefit which they derive from a Relevant Situation and no such Relevant Situation shall be liable to be avoided on the grounds of any such interest or benefit.

Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

The indemnity in Regulation 17.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

For the purposes of Regulation 17.2, a Director acts in the best interests of the Company if they act in the best interests of a Shareholder or Shareholders in the circumstances specified in the Act.

The decision of the Directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that their conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that their conduct was unlawful.

Expenses, including legal fees, incurred by a Director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the Director to repay the amount if it shall ultimately be determined that the Director is not entitled to be indemnified by the Company in accordance with Regulation 17.1.

Expenses, including legal fees, incurred by a former Director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former Director to repay the amount if it shall ultimately be determined that the former Director is not entitled to be indemnified by the Company in accordance with Regulation 17.1 and upon such terms and conditions, if any, as the Company deems appropriate.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Regulation is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, resolution of Shareholders, resolution of disinterested Directors or otherwise, both as acting in the person’s official capacity and as to acting in another capacity while serving as a Director.

If a person referred to in Regulation 17.1 has been successful in defence of any proceedings referred to in Regulation 17.1, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

The Company may purchase and maintain insurance in relation to any person who is or was a Director, Officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.

The Company shall keep the following documents at the office of its registered agent:

Until the Directors determine otherwise by Resolution of Directors the Company shall keep the original Register of Members and original Register of Directors at the office of its registered agent.

If the Company maintains only a copy of the Register of Members or a copy of the Register of Directors at the office of its registered agent, it shall:

The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the BVI, as the Directors may determine:

The records and underlying documentation of the Company shall be in such form as:

The Company shall retain the records and underlying documentation for a period of at least five (5) years from the date:

Where the records or underlying documentation are kept at a place or places other than the office of its registered agent, the Company shall provide its registered agent with a written:

Where the place or places at which the records or underlying documentation of the Company, or the name of the person who controls the records and underlying documentation change, the Company shall, within fourteen (14) days of the change, provide its registered agent with:

The Company shall provide to its registered agent without delay any records or underlying documentation in respect of the Company that the registered agent requests pursuant to the Act.

The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.

The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

The Company shall have a Seal and may have more than one (1) Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein, the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

The Directors may, by Resolution of Directors, authorise a Distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the Distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

Distributions may be paid in money, Shares, or other property.

Notice of any Distribution that may have been declared shall be given to each Shareholder as specified in Regulation 24.1 and all Distributions unclaimed for three (3) years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company.

No Distributions shall bear interest as against the Company and no Distribution shall be paid on Treasury Shares.

The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

The accounting records shall be kept at the registered office of the Company or, subject to the Act, at such other place or places as the Board may think fit and shall always be open to inspection by the Officers. No Shareholder (other than an Officer) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board.

The Directors may appoint an Auditor who shall hold office until removed from office by resolution of the Directors and may fix their remuneration.

Every Auditor shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for any audit.

Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at such times as shall be required by the Directors or any meeting of the Shareholders.

The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

If the office of Auditor becomes vacant by resignation or death of the Auditor, or by their becoming incapable of acting by reason of illness or other disability at a time when their services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

Notices shall be in writing and may be given by the Company to any Shareholder either personally or by sending it by courier, post, fax or e-mail to them or to their address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Shareholder). Any notice, if posted from one country to another, is to be sent airmail. E-mail notices may be sent by e-mail text and/or by way of a document attached to an email in portable document format (PDF) or in Microsoft Word format and/or by any other method separately agreed between the Company and its Shareholders.

Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

Subject to the laws of the BVI, where any period of time is expressed as required for the giving of any notice or in any other case where some other action is required to be undertaken within or omitted from being taken during a specified period of time, the calculation of the requisite period of time will not include the day on which the notice is given (or deemed to be given) or the day on which the event giving rise to the need to take or omit action occurred, but shall include the day on which the period of time expires.

Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third (3^rd) day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing a notice, and shall be deemed to have been received on the fifth (5^th) day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by fax, service of the notice shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service it shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient

Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was sent by courier in such time as to admit to its being delivered to the registered office or the registered agent of the Company within the period prescribed for service and was correctly addressed.

The Company may by Resolution of Shareholders or, subject to the Act, by Resolution of Directors appoint a voluntary liquidator.

The Company may by Resolution of Shareholders or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the BVI in the manner provided under those laws.

Unless the Company consents in writing to the selection of an alternative forum, the courts of the BVI shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, these Articles or otherwise related in any way to each Shareholder’s shareholding in the Company, including but not limited to:

Each Shareholder irrevocably submits to the exclusive jurisdiction of the courts of the BVI over all such claims or disputes.

Without prejudice to any other rights or remedies that the Company may have, each Shareholder acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the BVI as exclusive forum and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the BVI as exclusive forum.

This Regulation 27 shall not apply to any action or suits brought to enforce any liability or duty created by the Securities Act, as amended, the Exchange Act, or any claim for which the federal district courts of the U.S. are, as a matter of the laws of the U.S., the sole and exclusive forum for determination of such a claim.