Memorandum of Association

of
__________________________________

(as amended by all resolutions passed up to and including

________________)

1. The name of the company is ____________________________.

2. The Company is to be a private limited company for Part 17 of the
Companies Act 2014.
3. The objects for which the Company is established are:
1. (a) To provide betting and gaming services including electronic betting
and gaming services together with any other products or services which
may be advantageously carried on or provided separately or in
conjunction therewith, including the carrying on of the business or
businesses of promoters of entertainments, amusements, information
services, sports and pastimes and as proprietors, managers or promoters
of dance halls, casinos, cinemas, theatres, film studios, radio and
television stations, indoor and outdoor sports stadiums, fairgrounds,
racecourses, holiday camps and automated coin-operated amusements
machines in Ireland and elsewhere.
2. (b) The company may make available, publish, distribute, licence, copy
or otherwise deliver in any manner its services via any medium including
without limitation the Internet, intranets, extranets, mobile phones, GSM
phones, WAP phones, databases, interactive television, digital media
services, electronic media services, platforms, or any networks
(including but without limitation telecommunications, wireless, radio,
television, cable, satellite, terrestrial networks) currently in the existence
of which may be developed in the future.
3. (c) To carry on the businesses of a holding, investment, estate and trust
company and to raise money on such terms and conditions as may be
thought desirable, and invest the amount thereof in or upon or otherwise
acquire and hold shares, stocks, debentures, debenture stocks, bonds
mortgages, obligations and securities of any kind issued or guaranteed by
any public or private company, corporation or undertaking of whatever
nature wherever situated or carrying on business and shares, stocks,
debentures, debenture stocks, bonds, obligations and other securities of
Ireland or any other government or authority supreme, municipal, local
or otherwise in any part of the world.
4. (d) To perform any duty or duties imposed on the Company by or under
any enactment and, to exercise any power conferred on the Company by
or under any enactment.
5. (e) To carry on all or any of the businesses aforesaid either as a separate
business or as the principal business of the Company, and to carry on any
other business (whether manufacturing or otherwise) which may seem to
the Company capable of being conveniently carried on in connection
with the above objects or calculated directly or indirectly to enhance the
value of or render more profitable any of the company’s property.

6. (f) To incorporate or cause to be incorporated any one or more

subsidiaries of the Company (within the meaning of the Companies Act
2014) to carry on any business.
7. (g) To acquire and undertake the whole or any part of the business,
property and liabilities of any person or company carrying on any
business which the Company is authorised to carry on.
8. (h) To apply for, purchase or otherwise acquire any patents, trade
markets, brevets invention, licences, concessions and the like conferring
any rights of any sort to use or any secret or other information as to any
 invention which may seem capable of being used for any of the purposes
of the Company or the acquisition of which may seem calculated directly
or indirectly to benefit the Company, and to use, exercise, develop or
grant licences in respect of or otherwise turn to account the property
rights or information so acquired.
9. (i) To enter into a partnership or into any arrangement for sharing profits,
the union of interests, co-operation, joint venture, reciprocal concession
or otherwise with any person or company carrying on or engaged in or
about to carry on or engage in any business or transaction which the
Company is authorised to carry on or engage in or any business or
transaction capable of being conducted so as directly or indirectly to
benefit the Company.
10.(j) To purchase or otherwise acquire shares and securities of the
Company or any company and to sell, hold, re-issue or otherwise deal
with the same.
11.(k) To enter into any arrangements with any Governments or authorities,
supreme, municipal, local or otherwise, that may seem conducive to the
Company’s objects or any of them and to obtain from any such
Government or authority any rights, privileges and concessions which the
company may think it desirable to obtain and to carry out, exercise and
comply with any such arrangements, rights, privileges and concessions.
12.(l) To establish and support or aid in the establishment and support of
associations, institutions, funds, trusts and conveniences calculated to
benefit directors and ex-directors, employees or ex-employees of the
Company or the dependents or connections of such persons and (without
prejudice to the generality of the foregoing) to grant gratuities, pensions
or allowances on retirement or death to or in respect of any such persons
and including the establishment of share option schemes, enabling
employees of the company or other persons aforesaid to become
 shareholders in the Company, or otherwise to participate in the profits of
the Company upon such terms and in such manner as the Company thinks
fit, and to make payments towards insurance and to subscribe or
guarantee money for charitable or benevolent objects or any exhibition or
for any public, general or useful object, or any other object whatsoever
which the Company may think advisable.
13.(m) To establish and contribute to any scheme for the purchase by
trustees of shares in the Company to be held for the benefit of the
Company’s employees and to lend or otherwise provide money to the
trustees of such schemes or the Company’s employees or the employees
of any of its subsidiary or associated companies to enable them to
purchase shares of the Company.
14.(n) To establish any scheme or otherwise to provide for the purchase by
or on behalf of customers of the Company of shares in the Company.

15.(o) To promote any company or companies to acquire all or any of the

assets and liabilities of the Company or for any other purpose which may
seem directly or indirectly calculated to benefit the Company.
16.(p) Generally to purchase, take on lease or in exchange, hire or otherwise
acquire any real and personal property and any rights or privileges which
the company may think necessary or convenient for its business.
17.(q) To develop and turn to account any land acquired by the Company or
in which it is interested and in particular by laying out and preparing the
same for building purposes, constructing, altering, pulling down,
decorating, maintaining, fitting up and improving buildings and
conveniences, letting on building leases or building agreement and by
advancing money to and entering into contracts and arrangements of all
kinds with builders, tenants and others.
18.(r) To construct, maintain and alter any building or works necessary or
convenient for any of the purposes of the Company.
19.(s) To invest and deal with the monies of the Company not immediately
required in such manner as may from time to time be determined.
20.(t) To lend and advance money or give credit to such persons or
companies whether with or without security and on such terms as may
seem expedient and in particular to customers and others having dealings
with the Company; and to give guarantees or become security for any
liabilities or obligations (present or future) of any persons or companies
and generally to give any guarantees, indemnities and security on such
terms and conditions as the Company may think fit.
21.(u) To borrow or raise or secure the payment of money (including money
in a currency other than the currency of the State) in such manner as the
Company shall think fit and in particular by the issue of debentures or
debenture stock, perpetual or otherwise, charged upon all or any of the
Company’s property, both present and future, including its uncalled
capital and to purchase, redeem or pay off any such securities.
22.(v) To guarantee, support or secure, whether by personal covenant or by
mortgaging or charging all or any part of the undertaking, property and
assets (both present and future) and uncalled capital of the Company, or
by both such methods, the performance of the obligations of, and the
repayment or payment of the principal amounts of and premiums, interest
and dividends on any security (including any security denominated or
repayable in a currency other than the currency of the State) of any
person firm or company including (without prejudice to the generality of
the foregoing) any company which is for the time being the Company’s
holding company or subsidiary as defined by the Companies Act 2014 or
another subsidiary as defined by the Companies Act 2014 of the
 Company’s holding company or otherwise associated with the Company
in business.
23.(w) To engage in currency exchange, interest rate and/or commodity or
index-linked transactions (whether in connection with or incidental to any
other contract, undertaking or business entered into or carried on by the
Company or whether as an independent object or activity) including, but
not limited to, dealings in foreign currency, spot and forward rate
exchange contracts, futures, options, forward rate agreements, swaps,
caps, floors, collars, commodity or index-linked swaps and any other
foreign exchange, interest rate or commodity or index-linked
arrangements and such other instruments as are similar to or derive from
any of the foregoing whether to make a profit or avoid a loss or managing
a currency or interest rate exposure or any other purpose and to enter into
any contract for and to exercise and enforce all rights and powers
conferred by or incidental, directly or indirectly, to such transactions or
termination of any such transactions.

24.(x) To remunerate any person or company for services rendered or to be

rendered in placing or assisting to place or guaranteeing the placing of
any of the shares of the Company’s capital or any debentures, debenture
stock or other securities of the Company or in or about the formation or
promotion of the Company or the conduct of its business.
25.(y) To draw, make, accept, endorse, discount, execute and issue
promissory notes, bills of exchange, bills of lading, warrants, debentures
and other negotiable or transferable instruments.
26.(z) To undertake and execute any trusts the undertaking whereof may
seem desirable and either gratuitously or otherwise.
27.(aa) To sell or dispose of the undertaking of the Company or any part
thereof for such consideration as the Company may think fit, including
for shares, debentures or securities of any other company having objects
altogether or in part similar to those of the Company.

(bb) To adopt such means of making known the products and services of
the Company as may seem expedient and in particular by advertising in
the press, by circulars, by purchase and exhibition of works of art or
interest, by the publication of books and periodicals and by granting
prizes, rewards and donations.

(cc) To obtain any enactment for enabling the Company to carry any of
its objects into effect or for effecting any modification of the Company’s
constitution or for any other purpose which may seem expedient and to
oppose any proceedings or applications which may seem calculated
directly or indirectly to prejudice the Company’s interests.

(dd) To procure the Company to be registered or recognised in any

country or place.

(ee) To sell, improve, manage, develop, exchange, lease, mortgage,

enfranchise, dispose of, turn to account or otherwise deal with all or any
of the property and rights of the Company.

(ff) To promote freedom of contract, and to resist, insure against,

counteract and discourage interference therewith, to join any lawful
federation, union or association or do any other lawful act or thing to
prevent or resist directly or indirectly any interruption of or interference
with the Company’s or any other trade or business or providing or
safeguarding against the same, or resisting or opposing any strike,
movement or organisation, which may be thought detrimental to the
interests of the Company or its employees and to subscribe to any
association or fund for any such purposes.
 (gg) To grant bonuses to any person or persons who are or have been in
the employment of the Company.

(hh) To grant, convey, transfer or otherwise dispose of any property or

asset of the Company of whatever nature or tenure for such price,
consideration, sum or other return whether equal to or less than the
market value thereof and whether byway of the gift or otherwise the
Directors shall deem fit and to grant any fee farm grant or lease or to
enter into any agreement for letting or hire of any such property or assets
for rent or return equal to or less than the market or rack-rent therefor or
at no rent and subject to or free from covenants and restrictions as the
Directors shall deem appropriate.

(ii) To do all or any of the above things in any part of the world and as
principals, agents, contractors, trustees or otherwise and by or through
trustees, agents or otherwise and either alone or in conjunction with
others.

(JJ) To distribute any of the property of the Company in specie among the
members.

(kk) To do anything which appears to the Company to be requisite,

advantageous or incidental to, or which appears to the Company to
facilitate, either directly or indirectly, the attainment of the above objects
or any of them.

NOTE: It is hereby declared that the word “Company” in this clause, except
where used about this Company shall be deemed to include
________________________________________

4. The liability of the members is limited.

5. The share capital of the Company is __________ divided into
__________ Ordinary Shares of _________ each.