Republic of Trinidad and Tobago

The Companies ActChap: 81:01

General Bye-Laws

Of

MEGA INTERIOR AND CONSTRUCTION LIMITED

A Company Limited by Shares

THE COMPANIES ACT Chap: 81:01

BY LAW NO. 1

MEGA INTERIOR AND CONSTRUCTION LIMITED TABLE OF CONTENTS

SECTION 1 INTERPRETATION 1.01 Definitions

SECTION 2 BUSINESS OF THE COMPANY 1. Registered Office 2. Seal 3. Cheque, Drafts and Notes 4. Execution of Instruments 5. Banking Arrangements 6. Financial Year 7. Voting in Other Companies

SECTION 3 DIRECTORS 1. Powers 2. Number of Directors 3. Election and Appointment 4. Duties 5. Tenure 6. Committee of Directors 7. Alternate Directors 8. Local Management 9. Borrowing Powers of Directors 10. Regulation of Meetings 11. Place of Meetings 12. Notice 13. Quorum 14. Telephone Participation 15. Voting 16. Resolution in lieu of Meeting 17. Vacancies 18. Defective Appointments 19. Remuneration of Directors

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20. Submission of Contracts or Transactions to Shareholders for Approval

SECTION 4 OFFICERS 1. Appointment 2. Remuneration 3. Powers and Duties 4. Delegation 5. Chairman 6. Deputy Chairman 7. Managing Director 8. Deputy Managing Director 9. Chief Executive Officer 10. Secretary 11. Financial Controller 12. Assistant Secretary 13. General Manager or Manager 14. Vacancies 15. Appointment of Attorneys

SECTION 5 FOR THE PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

1. Limitation of Liability 2. Director’s Interest in Contracts 3. Indemnities to Directors and Officers 4. Insurance

SECTION 6 SHARES 1. Allotment and Issuance 2. Certificates 3. Transfer of Shares and Debentures 4. Registers 5. Surrender of Certificates 6. Enforcement of Lien for Indebtedness

SECTION 7 DIVIDENDS 1. Payment and Declaration

SECTION 8 MEETINGS OF SHAREHOLDERS 1. Annual Meetings 2. Special Meetings 3. Requisitioned Meetings 4. Notice of Meetings

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5. Waiver of Notice of Meetings 6. Omission of Notice of Meetings 7. Attendance at Meetings 8. Chair of Meetings 9. Voting at Meetings 10. Number of Votes 11. Proxies 12. Adjournment 13. Quorum 14. Resolution in lieu of Meetings 15. Information Available to Shareholders

SECTION 9 NOTICES 9.01 Method of Giving Notice 9.02 Waiver of Notice 9.03 Undelivered Notices 9.04 Shares and Debentures Registered in More Than One Name 9.05 Persons Becoming Entitled by Operation of Law 9.06 Deceased Shareholder 7. Signature to Notices 8. Computation of Time 9. Proof of Service

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THE COMPANIES ACT Chap: 81:01

BY-LAW NO. 1

A By-Law relating generally to the conduct of the affairs of:

MEGA INTERIOR AND CONSTRUCTION LIMITED

BE IT ENACTED as the general By-Law of MEGA INTERIOR AND CONSTRUCTION LIMITED (hereinafter called “the Company”) as follows:

SECTION ONE INTERPRETATION

1. Definitions: In the By-Laws, unless the context otherwise requires:

a) "Act" means the Companies Act, 1995 as amended by the Companies (Amendment) Act, 1997 as now enacted or as the same may from time to time be amended or re-enacted;

b) "Annual Meeting" means the annual meeting of Shareholders of the Company pursuant to the Act;

c) "Articles" means the original Articles of Incorporation of the Company as the same may be amended from time to time and includes Articles of Amendment, Amalgamation, Re-organisation or Revival and Restated Articles;

d) "Board" means the Board of Directors for the time being of the Company;

e) "By-Laws" means this By-Law and all other By-Laws of the Company from time to time in force and effect;

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f) "Director" means a Director of the Company for the time being including, where applicable, any alternate Director;

g) "Officer" means any person appointed by the Directors pursuant to the By-Laws to carry out any particular office or function as designated by them including a Chairman, Deputy Chairman, Secretary, Financial Comptroller and General Manager or Manager.

h) "Registered Office" means the registered office of the Company for the time being;

i) "Regulations" means any regulations made under the Act, and every regulation substituted therefore and, in the case of such substitution, any references in the By-Laws to provisions of the regulations shall be read as references to the substituted provisions therefore in the new regulations;

j) "Secretary" means the secretary of the Company for the time being and shall include a temporary, substitute or assistant secretary;

k) "Shareholder" or "Member" means the owner for the time being of any issued share or shares of the Company; and

l) "Special Meeting" means a special meeting of Shareholders of the Company.

1.02 All terms contained in the By-Laws and defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations.

1.03 Unless otherwise provided "days" in reckoning any period of notice required by the By-Laws shall include all days of the week including weekend days and public holidays and "clear days notice" shall mean such period of notice as is stated exclusive of the day on which the notice is served and of the day for which notice is given.

1.04 The singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word "person" includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word "individual" means a natural person.

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1.05 Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

1.06 The words "other" and "otherwise" are not to be construed ejusdem generis with any foregoing words where a wider construction is possible and the words “including” and "in particular" are to be construed as being by way of illustration or emphasis only and are not to be construed as, nor shall they take effect as, limiting the generality of any foregoing words.

1.07 The headings used in these By-Laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

SECTION TWO BUSINESS OF THE COMPANY

2.01 Registered Office:

2.01.1 The Registered Office of the Company shall be in Trinidad and Tobago at such address as the Directors may fix from time to time by resolution.

2.02 Seal:

2.02.1 The common seal of the Company shall be such as the Directors may by resolution from time to time adopt.

2.02.2 The Directors may adopt an official seal for use in any country other than Trinidad and Tobago, which shall be a facsimile of the common seal of the Company with the addition on its face of the name of every country, district or place where it is to be used.

3. The Directors shall provide for the safe custody of the common seal and official seal, which shall only be used in accordance with the By-Laws.

2.03 Cheques, Drafts and Notes:

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2.03.1 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such Directors, Officers or persons and in such manner as the Directors may from time to time designate by resolution.

2.04. Execution of Instruments:

2.04.1 Contracts, deeds, documents or instruments in writing requiring the signature of the Company may be signed by:-

a) a Chairman, Deputy Chairman together with any Director or the Secretary; or

b) any Director together with the Secretary and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint any Officers or persons on behalf of the Company to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

2.04.2 The common seal of the Company may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officers or persons specified in sub-section 2.04.1 of Section 2 hereof.

2.04.3 Subject to Section 138 of the Act:-

a) a Chairman, any Director or a Deputy Chairman, together with any other Director or the Secretary or the Financial Controller; or

b) any two Directors or any Director together with the Secretary

shall have authority to sign and execute (under the seal of the Company or otherwise) all instruments and deeds that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any property, shares, stocks, bonds, debentures, rights, warrants or other securities.

5. Banking Arrangements:

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2.05.1 The banking business of the Company including without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may prescribe.

2.06 Financial Year:

1. The Directors may from time to time by resolution establish the financial year of the Company.

2.07 Voting In Other Companies:

2.07.1 All shares or debentures carrying voting rights in any other body corporate that are held from time to time by the Company may be voted at any and all meetings of Shareholders, debenture holders (as the case may be) of such other body corporate and in such manner and by such person or persons as the Directors of the Company shall from time to time determine. The Officers of the Company may for and on behalf of the Company from time to time:-

a) execute and deliver proxies; and

b) arrange for the issuance of voting certificates or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the Directors.

SECTION THREE DIRECTORS

3.01 Powers:

3.01.1 Subject to the Articles and any Unanimous Shareholder Agreement, the business and affairs of the Company shall be managed by the Directors and notwithstanding any vacancy among

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them a quorum of Directors may exercise all the powers of the Directors.

2. Number of Directors:

3.02.1 The number of Directors, or the minimum and maximum number thereof, is set out in the Articles.

3.03 Election and Appointment:

3.03.1 Subject to the Act, the Articles and the By-Laws, Directors shall be elected by the Shareholders by ordinary resolution at a Special Meeting called for that purpose or at any Annual Meeting or may be appointed by the Directors pursuant to sub-section 3.20 of Section 3 hereof.

3.03.2 The Shareholders may, from time to time appoint new Directors and may increase or reduce the number of Directors in office, and may also determine the terms for which they shall be appointed.

3.03.3 The Shareholders at any Annual Meeting at which any Directors retire may fill up the vacated offices by electing a like number of persons to be Directors and, without notice in that behalf may fill up any other vacancies.

3.03.4 If at any meeting at which the election of Directors ought to take place, the places of the retiring Directors or some of them are not filled up the retiring Directors or such of them as have not had their places filled up shall, if willing to act, be deemed to have been re-elected unless at such meeting it is resolved not to fill up the vacated office or offices.

4. Duties:

3.04.1. Every Director and Officer of the Company in exercising his powers and discharging his duties shall:

(a) act honestly and in good faith with a view to the best

interest of the Company; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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3.04.2 Every Director and Officer of the Company shall comply with the Act, the Regulations, the Company’s Articles and By-Laws and any Unanimous Shareholder Agreement.

3.05 Tenure:

3.05.1 Unless his tenure is sooner determined and subject to the provisions of the Articles and the Act:

a) a Director shall hold office from the date on which he is elected or appointed for the term for which he was so elected or appointed or until his successor is appointed or elected or the Shareholders resolve not to fill up the vacated office;

b) subject to sub-paragraphs c) and d) below each Director shall be elected or appointed for an expressly stated term expiring not later than the close of the third Annual Meeting following such election and if no such term is expressly stated it shall be deemed to be a term expiring at the close of the third Annual Meeting following such appointment or election;

c) a Director appointed by the Board pursuant to the Articles or By-Laws shall hold office from the date on which he is appointed until the close of the Annual Meeting next following such appointment;

d) a Director appointed by the Shareholders to fill a casual vacancy shall hold office from the date on which he is appointed for the unexpired term of his predecessor but any such Director shall be eligible for re-election or appointment if qualified.

3.05.2 A Director who is also an Officer shall continue to be a Director until he ceases to be an Officer.

3.05.3 A Director shall cease to be a Director when:-

a) he ceases to be a Director under sub-section 3.05.2 of Section 3 above;

b) he dies;

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c) he is removed from office in accordance with Section 75 of the Act;

d) if he becomes bankrupt or compounds with his creditors or is declared insolvent;

e) if he is found to be mentally ill within the meaning of the Mental Health Act;

f) if he otherwise becomes disqualified from being a Director of a company under the Act;

g) if he absents himself from the meetings of the Directors for a continuous period of six months without special leave of absence from the Directors and the Board resolves that his office be vacated; or

h) if by notice in writing to the Company he resigns his office and any such resignation shall be effective at the time it is served on the Company or at the time specified in the notice, whichever is later.

3.05.4 The Shareholders of the Company may, by ordinary resolution passed at a Special Meeting, remove any Director from office and a vacancy created by the removal of a Director may be filled at the meeting of the Shareholders at which the Director is removed.

3.06 Committee of Directors:

3.06.1 The Directors may appoint from among their number a committee of Directors and subject to sub-section (2) of Section 84 of the Act may delegate to such committee any of the powers, authorities and discretions of the Directors.

7. Alternate Directors:

3.07.1 A meeting of the Shareholders may by ordinary resolution elect a person to act as Director in the alternative to a Director or may authorize the Directors to appoint such alternate Directors as are necessary for the proper discharge of the affairs of the Company

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and the following provisions shall apply to any such alternate Directors:

a) any person so appointed, not being a Director, must be approved for the purpose by a majority of the Directors or alternate Directors to act as such alternate Director;

b) any person so appointed may be removed in the same manner in which he was appointed;

c) an alternate Director shall (except as regards remuneration) be subject in all respects to the terms and conditions existing with reference to the other Directors and to attend, speak and vote at any such meeting at which the Director he represents is not present;

d) one person may act as alternate Director to more than one Director and while he is so acting shall be entitled to a separate vote for each Director he is representing and, if he is himself a Director, his vote or votes as an alternate Director shall be in addition to his own vote;

e) any appointment or removal of an alternate Director by the Directors pursuant to a resolution of the Shareholders giving such authority may be made verbally, by facsimile or in any other manner approved by the Directors and shall be confirmed as soon as possible by letter but may be acted upon by the Company meanwhile;

f) an alternate Director shall cease to have any power or authority to act as such alternate Director upon the Director for whom he was appointed in the alternative ceasing for any reason to be a Director;

g) a Director shall not be liable for the acts and defaults of any Director appointed to be his alternate; and

h) an alternate Director shall not be taken into account in reckoning the number, or minimum or maximum number, of Directors allowed for the time being but shall be counted for the purposes of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote and if at such meeting he is himself a Director

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or acting as alternate for another Director each Director he is representing shall be counted in such quorum.

3.08 Local Management:

3.08.1 The Directors may from time to time provide for the management and transaction of the affairs of the Company in any specified locality whether at home or abroad, in such manner as they think fit, and the provisions contained in the next following paragraph shall be without prejudice to the general powers conferred by this paragraph.

3.08.2 The Directors may from time to time, and at any time establish any local boards or agencies for managing any of the affairs of the Company in any such specified locality and may appoint any person to be members of such local board, or any managers or agents, and may fix their remuneration. The Directors may at any time remove any person so appointed, and annul or vary any such delegation.

3.09 Borrowing Powers of Directors:

3.09.1 The Directors may from time to time:-

a) borrow money upon the credit of the Company;

b) issue, reissue, sell or pledge debentures of the Company;

c) subject to Section 56 of the Act, give a guarantee on behalf of the Company to secure performances of an obligation of any person; and

d) mortgage, charge, hypothecate pledge or otherwise create a security interest in all or any of the currently owned or subsequently acquired property and assets of the Company including but without limiting the generality of the foregoing, real and personal property, movable and immovable property, tangible and intangible assets, book debts, rights, franchises and undertaking, to secure any obligation of the Company or any other person.

3.09.2 The Directors may from time to time by resolution delegate to a director, a Committee of Directors or any Officer of the Company

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all or any of the powers conferred on the Directors by sub-section 3.09.1 of Section 3 above to the full extent thereof or such lesser extent as the Directors may in any such resolution provide.

3.09.3 The powers conferred by sub-section 3.09.1 of Section 3 above shall be in supplement of and not in substitution for any powers to borrow money for the purposes of the Company possessed by its Directors or Officers independently of a borrowing By-Law.

10. Regulation of Meetings:

3.10.1 Subject to the provisions of the Act, the Articles and the By-Laws the Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit, and may determine the quorum necessary for the transaction of business.

11. Place of Meetings:

3.11.1 Meetings of the Directors and of any Committee of Directors may be within or outside Trinidad and Tobago at such place or places as the Chairman shall direct from time to time and which shall be specified in the notice of the meeting but unless otherwise so directed such meetings shall take place at the Registered Office or such other place as may be determined by the Board.

12. Notice:

12.1. A meeting of the Directors may be convened at any time by any Director or the Secretary, when directed or authorized by any Director. Subject to sub-section (1) of Section 81 of the Act the notice of any such meeting need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in sub-section 10.1 of Section Ten hereof no less than two days clear notice before the meeting is to take place. A Director may in any manner waive notice of a meeting of the Directors and attendance of a Director at a meeting of the Directors shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

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3.12.2 It shall not be necessary to give notice of a meeting of the Directors to a newly elected or appointed Director for a meeting held immediately following the election of Directors by the Shareholders or the appointment to fill a vacancy among the Directors.

13. Quorum:

13.1. Unless otherwise determined under sub-section 3.10 of Section 3 above, two Directors shall be a quorum. No business shall be transacted at a meeting of Directors unless a quorum is present throughout the meeting.

14. Telephone Participation:

14.1. A Director may, if all the Directors consent, participate in a meeting of Directors or of any Committee of the Directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other and a Director participating in such a meeting by such means is deemed to be present at that meeting.

15. Voting:

15.1. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In case of an equality of votes the Chairman of the meeting in addition to his original vote shall have a second or casting vote.

16. Resolution in lieu of Meeting:

16.1. Notwithstanding any of the foregoing provisions of this By-Law a resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of the Directors or any Committee of the Directors is as valid as if it had been passed at a meeting of the Directors or any Committee of the Directors.

3.17 Vacancies:

3.17.1 Provided that there are sufficient Directors to constitute a quorum the continuing Directors may act notwithstanding any vacancy in

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their body, but so that if the number of Directors falls below the number or minimum number fixed by the Articles the continuing Directors shall not act except to forthwith call a Special Meeting to fill the vacancy.

3.17.2 The Directors shall have power at any time, and from time to time, to appoint any other person who is approved by all the Directors as a Director either to fill a casual vacancy, or as an addition to the Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed, but any Director so appointed shall hold office only until the conclusion of the next following Annual Meeting and shall be eligible for re-election at such meeting.

18. Defective Appointments:

3.18.1 All acts done at any meeting of the Directors, or a Committee, or by any person acting as a Director, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed, and was qualified to be a Director.

3.19 Remuneration of Directors:

3.19.1 The remuneration to be paid to the Directors shall be such as the Directors may from time to time determine and such remuneration may be in addition to the salary paid to any Officer or employee of the Company who is also a Director. The Directors may also award special remuneration to any Director undertaking any special services on the Company’s behalf other than the routine work ordinarily required of a Director and the confirmation of any such resolution or resolutions by the Shareholders shall not be required. The Directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the conduct by them of the affairs of the Company.

3.20 Submission of Contracts or Transactions to Shareholders for Approval:

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3.20.1 The Directors in their discretion may submit any contract, act or transaction for approval or ratification at any Annual Meeting or at any Special Meeting called for the purpose of considering the same and, subject to the provisions of sub-section (1) of Section 93 of the Act, any such contract, act or transaction that is approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Company’s Articles or any other By-Law) shall be valid and is binding upon the Company and upon all the Shareholders as though it had been approved, ratified or confirmed by every Shareholder of the Company.

SECTION FOUR OFFICERS

1. Appointment:

4.01.1 The Directors shall as often as may be required appoint a Secretary and, if deemed advisable, may as often as may be required appoint any or all of the following officers: a Chairman, a Deputy Chairman, a Managing Director, a Chief Executive Officer, one or more Vice-Chief Executive Officers, a Financial Controller, one or more Assistant Secretaries or one or more Assistant Financial Controllers and one or more General Managers or Managers. A Director may be appointed to any office of the Company but none of the Officers except the Chairman, the Deputy Chairman, the Managing Director, the Chief Executive Officer and Vice-Chief Executive Officer need be a Director. Two or more of the aforesaid offices may be held by the same person. In case and whenever the same person holds the offices of Secretary and Financial Controller, he may but need not be known as the Secretary-Financial Controller. The Directors may from time to time appoint such other Officers and agents as they deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Directors.

2. Remuneration:

2.1. The remuneration of all Officers appointed by the Directors shall be determined from time to time by resolution of the Directors.

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The fact that any Officer or employee is a Director or Shareholder of the Company shall not disqualify him from receiving such remuneration as may be determined.

3. Powers and Duties:

3.1. All Officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the Directors.

4. Delegation:

4.04.1 In case of the absence or inability to act of any Officer of the Company except a Managing Director or for any other reason that the Directors may deem sufficient, the Directors may delegate all or any of the powers of such Officer to any other Officer or to any Director.

5. Chairman:

5.1. A Chairman shall, when present, preside at all meetings of the Directors, and any Committee of the Directors or the Shareholders.

6. Deputy Chairman:

4.06.1 If the Chairman is absent or is unable or refuses to act, a Deputy Chairman (if any) shall, when present, preside at all meetings of the Directors, and any Committee of the Directors, or the Shareholders.

7. Managing Director:

4.07.1 A Managing Director shall exercise such powers and have such authority as may be delegated to him by the Directors in accordance with the provisions of Section 84 of the Act.

8. Chief Executive Officer:

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8.1. A Chief Executive Officer shall exercise such powers and have such authority as the Directors may delegate to him including full power to manage and direct the business and affairs of the Company (except such matters and duties as by law must be transacted or performed by the Directors or by the Shareholders) and to employ and discharge agents and employees of the Company or may delegate to him or them any lesser authority. A Chief Executive Officer shall conform to all lawful orders given to him by the Directors and shall at all reasonable times give to the Directors or any of them all information they may require regarding the affairs of the Company. Any agent or employee appointed by the Chief Executive Officer may be discharged by the Directors.

9. Secretary:

9.1. A Secretary shall give or cause to be given notices for all meetings of the Directors, any committee of the Directors and the Shareholders when directed to do so and shall have charge of the minute books and seal of the Company and, subject to the provisions of sub-section 6.04 of Section 6 below, of the records (other than accounting records) referred to in Section 177 of the Act.

10. Financial Controller:

10.1. Subject to the provisions of any resolution of the Directors, a Financial Controller shall have the care and custody of all the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such other depository or depositories as the Directors may direct. He shall keep or cause to be kept the accounting records referred to in Section 187 of the Act. He may be required to give such bond for the faithful performance of his duties as the Directors in their uncontrolled discretion may require but no Director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided.

11. Assistant Secretary:

11.1. An Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, shall respectively perform all the

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duties of the Secretary in the event of the Secretary’s absence or inability or refusal to act, as the case may be.

12. General Manager or Manager:

4.13.1 The Directors may delegate to the General Manager(s) or Manager(s) full power to manage and direct the business and affairs of the Company (except such matters and duties as by law must be transacted or performed by the Directors or by the Shareholders) and to employ and discharge agents and employees of the Company or may delegate to him or them any lesser authority. A General Manager(s) or Manager(s) shall conform to all lawful orders given to him by the Directors of the Company and shall at all reasonable times give to the Directors or any of them all information they may require regarding the affairs of the Company. Any agent or employee appointed by the General Manager(s) or Manager(s) may be discharged by the Directors.

13. Vacancies:

4.14.1 If the office of any Officer of the Company becomes vacant by reason of death, resignation, disqualification or otherwise, the Directors by resolution shall, in the case of the Secretary, and may, in the case of any other office, appoint a person to fill such vacancy.

4.14 Appointment of Attorneys:

4.14.1 The Directors may at any time and from time to time by power of attorney under seal appoint any person or persons to be the attorney or attorneys of the Company for such purposes with such powers, authorities and discretions not exceeding those vested in or exercisable by the Directors under these presents and for such period and subject to such conditions as the Directors may from time to time think fit, and any such appointment may (if the Directors think fit) be made in favour of the Members, or any of the Members of any local board established as aforesaid, or in favour of any company, or of the Members, Directors, nominees or managers of any company, or firm, or in favour of any fluctuating body of persons, whether nominated directly or indirectly by the

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Directors, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney or attorneys as the Directors may think fit.

SECTION FIVE FOR THE PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

5.01 Limitation of Liability:

5.01.1 No Director or Officer of the Company shall be liable to the Company for:-

a) the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in any receipt or act for conformity;

b) any loss, damage or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company;

c) the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Company shall be placed out or invested;

d) any loss or damage arising from bankruptcy, insolvency or tortuous act of any person, including any person with whom any monies, securities or effects shall be lodged or deposited;

e) any loss, conversion, misapplication or a misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company;

f) any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust in relation thereto unless the same happens by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Company and in connection therewith to

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exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

2. Director’s Interests in Contracts:

5.02.1 Nothing herein contained shall relieve a Director or Officer from the duty to act in accordance with the Act or Regulations or relieve him from liability for breach thereof.

5.02.2 The Directors for the time being of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as are submitted to and authorised or approved by the Directors.

5.02.3 If any Director or Officer of the Company is employed by or performs services for the Company otherwise than a Director or Officer or is a member of a firm or a Shareholder, Director or Officer of a body corporate which is employed by or performs services for the Company, the fact of his being a Shareholder, Director or Officer of the Company shall not disentitle such Director or Officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

5.03 Indemnities to Directors and Officers:

5.03.1 Subject to Section 101 of the Act, except in respect of an action by or on behalf of the Company to obtain a judgment in its favour, the Company shall indemnify a Director or Officer of the Company or a person who acts or acted at the Company’s request as a Director or Officer of a body corporate of which the Company is or was a Shareholder or creditor, and his personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director or Officer of such company, if:-

a) he acted honestly and in good faith with a view to the best interests of the Company; and

b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had

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reasonable grounds for believing that his conduct was lawful.

5.04. Insurance:

5.04.1 Subject to the limitations contained in the Act the Company may purchase and maintain liability insurance for the benefit of any person referred to in sub-section 5.03 of Section 5 above against any liability incurred by him in his capacity as a Director or Officer of the Company or of another body corporate where he acts or acted in that capacity at the Company's request.

SECTION SIX SHARES

1. Allotment and Issuance:

1.1. Subject to the pre-emptive rights as varied by the Articles and any Unanimous Shareholder Agreement, shares in the capital of the Company may be allotted and issued by resolution of the Directors at such time and on such terms and conditions to such persons or class of persons as the Directors determine.

6.01.2 The Directors or any agent designated by the Directors may in their or his discretion direct the issuance of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the Directors may from time to time prescribe, whether generally or in any particular case.

2. Certificates:

2.1. Share certificates shall (subject to Section 197 of the Act) be in such form as the Directors may by resolution approve and such certificates shall be signed by any Director and the Secretary or an Assistant Secretary holding office at the time of signing.

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6.03 Transfer of Shares and Debentures:

6.03.1 The shares or debentures of the Company may be transferred by a written instrument of transfer in such form as may be approved by the Directors signed by the transferor and naming the transferee.

6.03.2 Any other securities issued by the Company may be transferred in such manner as may be approved by the Directors.

6.03.3 The Directors may decline to register any transfer of shares upon which the Company has a lien.

6.03.4 Every instrument of transfer shall be left at the Registered Office for registration, accompanied by the certificate of the securities to be transferred, and such other evidence as the Company may require to prove the title of the transferor, or his right to transfer the shares.

5. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may decline to register shall, on demand, be returned to the person depositing the same.

6.04 Registers:

1. Registers of shares and debentures issued by the Company shall be kept at the Registered Office of the Company or at such other place in Trinidad and Tobago as may from time to time be designated by resolution of the Directors.

6.05 Surrender of Certificates:

6.05.1 Subject to Section 195 of the Act, no transfer of shares or debentures shall be registered unless or until the certificate representing the shares or debentures to be transferred has been surrendered for cancellation.

6.06 Enforcement of Lien for Indebtedness:

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6.06.1 The Company shall have a first and paramount lien upon all the shares registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of sale thereof, for his debts, liabilities and engagements, solely or jointly with any other person to or with the Company whether the period for the payment, fulfilment, or discharge thereof, shall have actually arrived or not, and no equitable interest in any share shall be created except upon the footing and condition that this paragraph is to have full effect. Any such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Company's lien, if any on such shares.

SECTION SEVEN DIVIDENDS

7.01 Payment and Declaration

7.01.1 The Directors may from time to time by resolution declare and the Company may pay dividends on the issued and outstanding shares in the capital of the Company subject to the provisions (if any) of the Articles and Sections 54 and 55 of the Act. In case several persons are registered as the joint holders of any shares, any one of such persons may give effectual receipts for all dividends and payments on account of dividends.

SECTION EIGHT MEETINGS OF SHAREHOLDERS

1. Annual Meetings:

1.1. Subject to the provisions of Section 109 of the Act, the Annual Meetings shall be held on such day in each year and at such time as

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the Directors may by resolution determine at any place within Trinidad and Tobago, or if all the Shareholders entitled to vote at such meetings so agree, outside Trinidad and Tobago.

2. Special Meetings:

2.1. Special Meetings may be convened by the Directors at any date and time and at any place within Trinidad and Tobago or, if all the Shareholders entitled to vote at such meeting so agree, outside Trinidad and Tobago.

3. Requisitioned Meetings:

8.03.1 The Directors shall, on the requisition of the holders of not less than five percent of the issued shares of the Company that carry a right to vote at the meeting requisitioned, forthwith convene a meeting of Shareholders, and in the case of such requisition the following provisions shall have effect:-

a) the requisition must state the purposes of the meeting and must be signed by the requisitionists and deposited at the Registered Office and may consist of several documents in like form each signed by one or more of the requisitionists;

b) if the Directors do not, within twenty-one (21) days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them may themselves convene the meeting, but any meeting convened shall not be held after three months from the date of such deposit;

c) unless sub-section (3) of Section 133 of the Act applies, the Directors shall be deemed not to have duly convened the meeting if they do not give such notice as is required by the Act within twenty-one (21) days from the deposit of the requisition;

d) any meeting convened under this paragraph by the requisitionists shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the By-Laws and Divisions 5 and 6 of Part ΙΙΙ of the Act;

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e) a requisition by joint holders of shares must be signed by all such holders.

4. Notice of Meetings:

4.1. A printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each Shareholder entitled to vote at such meeting, on each Director and on the Auditor of the Company in the manner specified in sub-section 10.1 of Section Ten below, not less than twenty-one days or more than fifty clear days before the date of the meeting. Notice of a meeting at which special business is to be transacted shall state (a) the nature of that business in sufficient detail to permit the Shareholder to form a reasoned judgment thereon, and (b) the text of any special resolution to be submitted to the meeting.

5. Waiver of Notice of Meetings:

5.1. A Shareholder and any other person entitled to attend a meeting of Shareholders may in any manner waive notice of a meeting of Shareholders and attendance of any such person at a meeting of Shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

6. Omission of Notice of Meetings:

6.1. The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any Shareholder, Director or the auditor of the Company shall not invalidate any resolution passed or any proceedings taken at any meeting of the Shareholders.

8.07 Attendance at Meetings:

8.07.1 The auditor and every Director shall be entitled to attend all meetings of Shareholders.

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8.07.2 Each Shareholder entitled to vote at the meeting, or the person representing such Shareholder by proxy or pursuant to Section 129 of the Act, whether or not he has received notice thereof, shall be entitled to attend a meeting of the Shareholders PROVIDED THAT the Directors may require that any such Shareholder or person as aforesaid provide satisfactory proof of his identity before being admitted to such meeting.

8.07.3 No other person shall be entitled to attend a meeting of Shareholders except at the invitation of the Chairman.

8.08 Chair of Meetings:

8.08.1 The Chairman, and in his absence or if he is unwilling or unable to act, the Deputy Chairman shall preside as Chairman of all meetings of Shareholders.

8.08.2 If there be no Chairman or Deputy Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present may choose a Chairman for the meeting, and in default of their doing so the Members present shall choose one of the Directors to be such Chairman, and if no Director present be willing to take the chair, shall choose one of their number to be such Chairman and the capitalized word "Chairman" in this sub-section 8.08.2 shall mean the Chairman of the meeting pursuant to this paragraph.

8.09 Voting at Meetings:

8.09.1 Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall both on a show of hands and on a ballot, have a casting vote in addition to the vote or votes to which he may be entitled as a Member.

8.09.2 Any Shareholders' meeting unless a ballot is demanded by the Chairman or by at least one Member present personally or by proxy and entitled to vote in respect of at least ten per cent of the

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issued shares of the Company, a declaration by the Chairman that a resolution has been carried or carried by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the book of proceedings of the Company and signed by the Chairman shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

8.09.3 If a ballot is demanded as aforesaid, it shall be taken in such manner and at such time and place as the Chairman directs and either at once, or after an interval or adjournment and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. The demand of a ballot may be withdrawn. In case of any dispute as to the admission or rejection of a vote, the Chairman shall determine the same and such determination made in good faith shall be final and conclusive.

8.09.4 No ballot shall be demanded on the election of a Chairman of a meeting.

8.10 Number of Votes:

8.10.1 At every meeting at which he is entitled to vote, every Shareholder, proxy holder or individual authorised to represent a Shareholder who is present in person shall have one vote on a show of hands. Upon a ballot at which he is entitled to vote, every Shareholder, proxy holder or individual authorised to represent a Shareholder shall, subject to the Articles, have one vote for every share held by the Shareholder so present or represented.

8.10.2 Without prejudice to the obligations of the proxies named in any form of proxy any person who is entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

8.10.3 A person appointed by proxy need not be a Shareholder.

8.11 Proxies:

8.11.1 Subject to the provisions of Part V of the Regulations, a proxy may be in the following form:-

The undersigned shareholder of MEGA INTERIOR AND CONSTRUCTION LIMITED hereby appoints

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or failing him, the undersigned of as the nominee of to attend and act for the undersigned and act on behalf of the undersigned at the meeting of the Shareholders of the said Company to be held on the day of ,2016 and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

DATED this day of , 2016

______________________________ Signature of Shareholder

12. Adjournment:

12.1. The Chairman of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the Shareholders unless the meeting is adjourned by one or more adjournments for an aggregate of thirty (30) days or more in which case notice of the adjourned meeting shall be given as for an original meeting. Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at any adjourned meeting for which no notice is required.

13. Quorum:

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8.13.1 Subject to the Act, and except in the case of a Company having only one Shareholder a quorum for the transaction of business at any meeting of the Shareholders shall be two persons present in person, each being either a Shareholder entitled to vote thereat, or a duly appointed proxy holder or representative of a Shareholder so entitled. If a quorum is present at the opening of any meeting of the Shareholders, the Shareholders present or represented may proceed with the business of the meeting not withstanding a quorum is not present throughout the meeting. If a quorum is not present within 30 minutes of the time fixed for a meeting of Shareholders, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

14. Resolution in lieu of Meeting:

14.1. Notwithstanding any of the foregoing provisions of these By-Laws, a resolution in writing signed by all the Shareholders entitled to vote on that resolution at a meeting of the Shareholders is, subject to Section 132 of the Act, as valid as if it had been passed at a meeting of the Shareholders.

8.15. Information Available to Shareholders:

8.15.1 Except as provided by the Act, no Shareholder shall be entitled to any information respecting any details or conduct of the Company’s business which in the opinion of the Directors it would be inexpedient in the interests of the Company to communicate to the public.

8.15.2 The Directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Company or any of them shall be open to the inspection of Shareholders and no Shareholder shall have any right to inspect any document or book or register or accounting record of the Company except as conferred by a statute or authorized by the Directors or a resolution of the Shareholders.

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SECTION NINE NOTICES

1. Method of Giving Notice:

1.1. Any notice or other document required by the Act, the Regulations, the Articles or the By-Laws to be sent to any Shareholder, debenture holder, Director or auditor may be delivered personally or sent by pre-paid mail or by facsimile to any such person at his latest address as shown in the records of the Company or its transfer agent and to any such Director at his latest address as shown in the records of the Company or in the latest notice filed under Section 71 or 79 of the Act, and to the auditor at his business address.

2. Waiver of Notice:

9.02.1 Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

3. Undelivered Notices:

3.1. If a notice or document is sent to a Shareholder or debenture holder by pre-paid mail in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the Shareholder or debenture holder cannot be found, it shall not be necessary to send any further notices or documents to the Shareholder or debenture holder until he informs the Company in writing of his new address.

4. Shares and Debentures Registered in More Than One Name:

4.1. All notices or other documents with respect to any shares or debentures registered in more than one name shall be given to whichever of such persons is named first in the records of the Company and any notice or other documents so given shall be sufficient notice or delivery to all the holders of such shares or debentures.

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5. Persons Becoming Entitled by Operation of Law:

5.1. Subject to Section 200 of the Act, every person who by operation of law, transfer or by any other means whatsoever becomes entitled to any shares is bound by every notice or other document in respect of such shares that, prior to his name and address being entered in the records of the Company, is duly given to the person from whom he derives his title to such shares.

9.06 Deceased Shareholders:

1. Subject to Section 200 of the Act, any notice or other document delivered or sent by pre-paid mail, by facsimile or left at the address of any Shareholder as the same appears in the records of the Company shall, notwithstanding that such Shareholder is deceased, and whether or not the Company has notice of his death, be deemed to have been duly served in respect of the shares held by him (whether held solely or with any other person) until some other person is entered in his stead in the records of the Company as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his personal representatives and on all persons, if any, interested with him in such shares.

7. Signature to Notices:

9.07.1 The signature of any Director or Officer of the Company to any notice or document to be given by the Company may be written, stamped typewritten or printed or partly written, stamped, typewritten or printed.

9.08 Computation of Time:

9.08.1 Where a notice extending over a number of days or other period is required under any provisions of the Articles or the By-Laws, the day of sending the notice shall, unless it is otherwise provided, be counted in such number of days or other period.

9.09 Proof of Service:

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9.09.1 Where a notice required under sub-section 10.1 of Section Ten hereof is delivered personally to the person to whom it is addressed or delivered to his address as mentioned in sub-section 10.1 of Section Ten hereof, service shall be deemed to be at the time of delivery of such notice.

9.09.2 Where such notice is sent by post, service of the notice shall be deemed to be effected forty-eight hours after posting if the notice was properly addressed and posted by pre-paid mail.

9.09.3 Where the notice is sent by cable, telex or telefax, service is deemed to be effected on the date on which the notice is so sent.

9.09.4 A certificate of an Officer of the Company in office at the time of the making of the certificate or of any transfer agent of shares of any class of the Company as to facts in relation to the delivery or sending of any notice shall be conclusive evidence of those facts.

Enacted by the Board the day of , 2016.

Corporate Seal

……………………………… ……………………………… Chairman Secretary

(Confirmed by the Shareholders in accordance with the Act the (date company was registered) )

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