Registrar of Companies

Dubai International Financial Centre

Level 14, the Gate

P O Box 74777, Dubai, UAE

[Date]

Directors Certificate for Redemption of Shares of [insert name of the DIFC Company]

[I / We] the undersigned, the Directors of [insert name of the DIFC Company], confirm:

• - that, immediately following the date on which the payment for the redemption is proposed to be made, the Company will be able to discharge its liabilities as they fall due;

• - that, having regard to:

• • (i) the prospects of the Company and to the intentions of the Directors with regard to the management of the Company's business; and

• • (ii) the amount and character of the financial resources that will, be available to the Company,

• the Company will be able to:

• • (i) continue to carry on its business; and

• • (ii) discharge its liabilities as they fall due,

• • Until the expiry of the period of twelve (12) months immediately following the date on which the payment for the redemption is proposed to be made.

Yours Sincerely,

.....................................................

[Name]

Directors

.....................................................

[Name]

Director