THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE MEMORANDUM AND ARTICLES OF ASSOCIATION ___________________ RADIODNS LIMITED ___________________ 4 Gees Court St Christopher’s Place London W1U 1JD Tel: 0203 073 7600 Fax: 0203 073 7601 THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF RADIODNS LIMITED Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a Member of the Company. Name of each Member Authentication by each Member Australian Broadcasting Corporation TIML Radio Limited t/as Absolute Radio All In Media Limited Southern Cross Austereo Bauer Digital Radio Limited Clear Channel Broadcasting, Inc. Cox Media Group Commercial Radio Australia DigitalOne Limited European Broadcasting Union Emmis Radio, LLC Toumaz Limited, t/as Frontier Silicon Global Radio Limited iBiquity Digital Corporation Imagination Technologies Institut für Rundfunktechnik GmbH NPO Netherlands Public Broadcasting NRK Real and Smooth Radio Limited RTBF SRG SSR Südwestrundfunk TuneIn, Inc. UBC Media Group plc Vlaamse Radio en Televisieomroep vTuner - Nothing Else Matters Software.Ltd Dated 17th December 2013 THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF RADIODNS LIMITED PART 1 INTERPRETATION, OBJECTS AND LIMITATION OF LIABILITY Defined terms 1. In the articles, unless the context requires otherwise— “articles” means the Company’s articles of association; “bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy; “Board” means the board of Directors; “Chairman” means chairman of the Board; “Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company; “Company” means RadioDNS Limited; “Director” means a director of the Company, and includes any person occupying the position of director, by whatever name called; “document” includes, unless otherwise specified, any document sent or supplied in electronic form; “electronic form” has the meaning given in section 1168 of the Companies Act 2006; “hybrid radio” means a radio service that is delivered using a combination of broadcast radio and Internet Protocol technologies; “IP policy” means the intellectual property rights policy of the Company as amended from time to time. “Member” has the meaning given in section 112 of the Companies Act 2006; “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006; “participate” in relation to a Directors’ meeting, has the meaning given in articles 39 to 41; “proxy notice” has the meaning given in article 85; “Secretary” means secretary of the Company; “special resolution” has the meaning given in section 283 of the Companies Act 2006; “Technical Specifications” means documents specifying the design and/or operation of technology to support the Company's objects. “writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise. Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the Company. Objects 2. The objects for which the Company is established are to: 2.1 create the framework to support the delivery of hybrid radio; 2.2 maintain and update the Company’s Technical Specifications; 2.3 oversee the trustworthy and reliable provision of the Company’s technical service on a fair, reasonable and non-discriminatory basis; 2.4 encourage the development and adoption of hybrid radio in the global community, and to provide such support as appropriate to users of the Company’s service; 2.5 monitor the use of, and compliance with, the Company’s Technical Specification by broadcasters, equipment manufacturers and application writers; and 2.6 control the use of the Company name and logo as required to protect the integrity of the service. The assets and income of the Company shall be applied solely in furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the Members of the Company except as bona fide compensation for services rendered or expenses incurred on behalf of the Company (and as agreed by the Members). Not for distribution 3. The income and property of the Company shall be applied solely in promoting the objects of the Company as set out in article 2. 4. No dividends or bonus may be paid or capital otherwise returned to the Members, provided that nothing in these articles shall prevent any payment in good faith by the Company of – 4.1 reasonable and proper remuneration to any Member, Director or servant of the Company for any services rendered to the Company; 4.2 any interest on money lent by any Member at a reasonable and proper rate; 4.3 reasonable and proper rent for premises demised or let by any Member; or 4.4 reasonable out-of-pocket expenses properly incurred by any Member, Director or servant of the Company. Winding-up 5. On the winding-up or dissolution of the Company, any assets or property that remains available to be distributed or paid to the Members shall not be paid or distributed to such Members but shall be transferred to another body (charitable or otherwise) – 5.1 with objects similar to those of the Company; and 5.2 which shall prohibit the distribution of its or their income to its or their members; such body to be determined by the Members at the time of winding-up or dissolution. Liability of Members 6. The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound-up while he is a Member or within one year after he ceases to be a Member, for – 6.1 payment of the Company’s debts and liabilities contracted before he ceases to be a Member, 6.2 payment of the costs, charges and expenses of winding-up, and 6.3 adjustment of the rights of the contributories among themselves. PART 2 DIRECTORS 7. There shall be eleven (11) Directors unless otherwise determined by special resolution. 8. The Company shall have a Secretary. Election of Directors, Chairman and Secretary 9. The Members shall elect the Directors, Chairman and Secretary at the Annual General Meeting (“AGM”). 10. Each Member shall be entitled to eleven (11) votes, one vote for each of:Chairman and Secretary (who shall also be appointed Directors), and nine votes for each ordinary Director. 11. Save as set out in these articles, the election of Directors, Chairman and Secretary shall be for the period commencing on the date of the AGM at which the election takes place and ending on the date of the AGM the second year following (the “Term”). The incumbent Directors, Chairman and Secretary shall be entitled to stand for re-election. 12. Any senior individual from a Member organisation may stand for election by giving notice in writing to the Company of the same no less than fourteen (14) days prior to the AGM. 13. The top nine (9) candidates for Director receiving the most votes shall each be elected. 14. The candidates for Chairman and Secretary receiving more votes than any other candidate for each position shall be elected. 15. In the event that any candidates standing for the same position receive the same amount of votes so that no one candidate received more votes than any other, there shall be a “tie”. In the event of a “tie” the Members shall vote a second time and any candidates who were not tied in the first vote shall be excluded from standing in the second vote. If after any second vote, either position remains unfilled, the Board agrees to act in good faith to fill such position(s). 16. The position of Chairman and Secretary may not be filled by the same person and if the same person is elected as both Chairman and Secretary, that person must immediately choose which position to fill and a second vote must be held for the vacant position at the same meeting. 17. The Chairman and Secretary shall automatically become a Director by virtue of being elected Chairman or Secretary. DIRECTORS’ POWERS AND RESPONSIBILITIES Directors’ general authority 18. Subject to these articles, the Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company. Members’ reserve power 19. The Members may, by special resolution, direct the Directors to take, or refrain from taking, specified action. 20. No such special resolution invalidates anything which the Directors have done before the passing of the resolution. 21. The following matters can only me made by an ordinary resolution of the Members – 21.1 deciding policy, strategy and activities of the Company; 21.2 amending the Member’s application process; 21.3 amending the IP policy; 21.4 approving the annual membership fee as recommended by the Board each year; 21.5 approving the Company’s programme of activities; and 21.6 approving the budget and financial statements. 22. The following matters can only me made by an special resolution of the Members – 22.1 amending these articles; and 22.2 dissolving or winding-up the Company. Directors may delegate 23. Subject to these articles, the Directors may delegate any of the powers which are conferred on them under the articles— 23.1 to such person, committee or advisory board; 23.2 by such means (including by power of attorney); 23.3 to such an extent; 23.4 in relation to such matters or territories; and 23.5 on such terms and conditions; as they think fit.