THE DIRECTORS Clause Samples

THE DIRECTORS of First Omaha Funds shall cause the officers and employees of First Omaha Funds, the adviser, legal counsel, independent accountants, custodian and transfer agent and other agents and representatives of the Funds to cooperate with the Administrator and to provide the Administrator, upon request, with such information, documents and advice relating to the Funds as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, shall not be liable or responsible for any losses resulting from its reliance, and shall be held harmless by the Funds when acting in reliance, upon the instruction, advice, information or any documents relating to the Funds provided to the Administrator by any of the aforementioned persons or their representatives. Fees charged by such persons shall be an expense of the Funds. The Administrator shall be entitled to rely on any document which it reasonably believes to be genuine and to have been signed or presented by the proper party. The Administrator shall not be held to have notice of any change of authority of any officer, agent or employee of First Omaha Funds until receipt of written notice thereof from First Omaha Funds.

THE DIRECTORS. ▇▇▇▇▇ Perrry ▇▇▇▇▇, Jr.

THE DIRECTORS. SCHEDULE 4......................................................................* TENANCY..........................................................................* SCHEDULE 5......................................................................*

THE DIRECTORS in the first meeting of the BOARD OF DIRECTORS, after the appointment by the general meeting of shareholders, elect the president of this body. (1) In case of objective circumstances, which make impossible the presence of the ADMINISTRATOR at the meeting of the BOARD OF DIRECTORS, he is obliged to notify the CHAIRMAN of this body, in the most appropriate way about such a situation. (2) In case of absence from any meeting, the ADMINISTRATOR is obliged to be informed at the next meeting, from the minutes about the problems, debates and decisions taken, proceeding accordingly. (1) THE ADMINISTRATORS undertake to request that in each meeting of the BOARD OF DIRECTORS to be presented by the executive director / executives reports on the operative management of the company, on the situation and evolution of economic indicators, mainly those in relation to which it is assessed. the performance of the ADMINISTRATORS as well as regarding the way in which the decisions of the general meetings of shareholders are carried out, including those regarding the payment of dividends to the shareholders and to follow (control even by survey) the way in which they are carried out. (2) THE ADMINISTRATORS participate, being able to have opinions different from those of the other administrators, in the elaboration of the annual management report of the BOARD OF DIRECTORS as well as in the one regarding the discharge at the end of the mandate conferred by this Agreement. (1) The administrators, as proxies representing the COMPANY and as proxies without representation of the shareholders who appointed them have the obligation to decide (obligation of means), based on the analysis of the reports and reports of the executive management, the most appropriate and efficient measures to achieve the object of activity of the COMPANY, in conditions of increased efficiency and fulfillment of performance criteria.

THE DIRECTORS. 4.1 The Directors are all of the directors of EARNZ and no person is a shadow director of any EARNZ Group Company. 4.2 The answers given by each Director in his or her director's questionnaire and the answers given by each Director in his or her declaration of business activities are true and accurate and no further information has been withheld which would make such answers misleading. 4.3 All relevant details concerning the Directors including their respective business liabilities, interests, qualifications and experience and their respective interests (if any) in the share capital of EARNZ and in contracts and other arrangements with any EARNZ Group Company and/or the Targets are accurately described in the Transaction Documents and all information relating to the Directors which might reasonably be considered material for disclosure in the Transaction Documents has been disclosed in writing to the Nomad and the Joint Brokers. 4.4 The written information supplied by or on behalf of EARNZ in response to the directors' questionnaire has been supplied in good faith after all due and careful enquiries. Such information was when supplied and remains true and accurate and no information has been withheld which might reasonably be considered to be material to an assessment of EARNZ and the Enlarged Group. Each of the Directors is not aware of the existence of any document not made available in response to his directors' questionnaire which relates to the subject matter of the questions contained in his directors' questionnaire and which could reasonably be expected to be material to an assessment of EARNZ or the Enlarged Group.

THE DIRECTORS. The Board of Directors currently consists of five members. The business address for the Directors is ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇.▇. Set out below are the names, ages and positions of the Directors. Save for the B Director who is not subject to annual re-election but who may be replaced at any time by the Trustee acting on the instructions of the holders of the A Shares (other than Njord Luxco and its affiliates), each Director holds office for a two year term or until his successor has been duly elected and qualified, except in the event of his death, resignation, removal or the earlier termination of his term of office. At the end of the two year term a Director may seek re-election. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (1)(4)(5)(6)(7) 45 Chairman 2015 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (2) (5)(6)(8)(9) 56 Deputy Chairman 2015 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (2)(4)(5)(6)(7) 69 Non-Executive Director 2015 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (1)(4)(7) 54 Non-Executive Director 2015 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (3) 47 Executive Director 2015

THE DIRECTORS. (2) (3) Name and address Position Maximum individual liability ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chairman US$50,000 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Executive Officer, US$416,000 President & Director ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director US$50,000 ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Director US$50,000 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ Director US$50,000 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director US$50,000 ▇▇▇▇▇▇▇▇ (▇▇▇▇▇) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer & US$290,000 Director all of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ PART A

THE DIRECTORS. EXECUTION PAGE SIGNED for and on behalf of ) /s/ Steven E. Fivel BRIGHTPOINT INTERNATIONAL ) Steven ▇. ▇▇▇▇▇ (▇▇▇▇ PACIFIC) PTE. LIMITED ) Direct▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇nce of: ) SIGNED for and on behalf of ) /s/ John Maclean-Arnott CHINATRON GROUP HOLDINGS LIMITED ) Jo▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇n the presence of: ) /▇/ APPENDIX A CHINATRON SHAREHOLDERS' AGREEMENT APPENDIX B CLASS B PREFERENCE SHARE TERMS APPENDIX C BRIGHTPOINT SHAREHOLDERS' AGREEMENT APPENDIX D EXERCISE NOTICE [Date] To : [The Vendor] [Address] Dear Sirs, PURCHASE OF SHARES IN BRIGHTPOINT CHINA LIMITED (THE "COMPANY") We refer to the sale and Purchase Agreement dated [ ] (the "Agreement") between ourselves. Terms defined in that Agreement shall have the same meaning when used herein. Pursuant to Clause 8 of the Agreement, we hereby give you notice of the exercise of the Option in respect of, and hereby require you to transfer to us, the Option Shares: No. of Option Shares --------------------------------------------------------- Name of transferee --------------------------------------------------------- Address of transferee --------------------------------------------------------- Completion time --------------------------------------------------------- (this should be not less than 3 nor more than 7 business days after the date of this notice) Completion place --------------------------------------------------------- Yours faithfully, For and on behalf of [Purchaser] APPENDIX A DATED THE 18TH DAY OF JANUARY, 2002 ---------------------------------------------------------------------- SHAREHOLDERS' AGREEMENT IN RELATION TO CHINATRON GROUP HOLDINGS LIMITED ---------------------------------------------------------------------- AMONG

THE DIRECTORS of the Company whose names and addresses are set out in Schedule 1 (the “Directors”); and