Exhibit 3.1
 THE COMPANIES LAW (2007 REVISION)
 COMPANY LIMITED BY SHARES
 AMENDED AND RESTATED
MEMORANDUM & ARTICLES
OF
ASSOCIATION
OF
 UNITED AMERICA INDEMNITY, LTD.
(Amended and Restated by Special Resolution dated 20 September 2007)




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TABLE OF CONTENTS
 MEMORANDUM OF ASSOCIATIONThe Name of the Company
    
    
    1The Registered Office of the Company
    
    
    1The Objects for which the Company is established
    
    
    1The Liability of the Members
    
    
    1The Capital of the Company
    
    
    2ARTICLES OF ASSOCIATIONTable A
    
    
    3Interpretation
    
    
    3Preliminary
    
    
    6Service Providers
    
    
    6Shares
    
    
    7Common Shares
    
    
    7Preferred Shares
    
    
    8Voting Limitations; Provision of Information
    
    
    9Variation of Rights Attaching to Shares
    
    
    12Issue of Options and Warrants
    
    
    12Certificates
    
    
    12Transfer of Shares
    
    
    12Transmission of Shares
    
    
    13Alteration of Capital
    
    
    13Redemption and Purchase of Own Shares
    
    
    14Closing Register of Members or Fixing Record Date
    
    
    16General Meetings
    
    
    17Notice of General Meetings
    
    
    17Proceedings at General Meetings
    
    
    18Votes of Shareholders
    
    
    18Corporations and Other Entities Acting by Representatives at Meetings
    
    
    19Directors
    
    
    19Powers and Duties of Directors
    
    
    20Borrowing Powers of Directors
    
    
    20The Seal
    
    
    20Disqualification of Directors
    
    
    21Proceedings of Directors
    
    
    21Dividends
    
    
    23Accounts and Audit
    
    
    24Capitalisation of Profits
    
    
    24Share Premium Account
    
    
    25Notices
    
    
    25Indemnity; Exculpation
    
    
    26Indemnity from Tax Liability Resulting from Acts of Shareholders
    
    
    27Certain Subsidiaries
    
    
    28Non-Recognition of Trusts
    
    
    28Winding Up
    
    
    29Amendment of Articles of Association
    
    
    29Registration by Way of Continuation
    
    
    29




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THE COMPANIES LAW (2007 REVISION)
 COMPANY LIMITED BY SHARES
 MEMORANDUM OF ASSOCIATION
 OF
 UNITED AMERICA INDEMNITY, LTD.
(Amended and Restated by Special Resolution dated 20 September 2007)
 1.
    
    The name of the Company is UNITED AMERICA INDEMNITY, LTD.
 2.
    
    The Registered Office of the Company will be situated at Walkers SPV Limited, Walker House, 87
Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islandsor at such other location as
the Board of Directors may from time to time determine.
 3.
    
    The objects for which the Company is established are unrestricted and the Company shall have full
power and authority to carry out any object not prohibited by any law as provided by the
Companies Law (as amended), or any other law of the Cayman Islands.
 4.
    
    The Company shall have and be capable of exercising all the functions of a natural person of full
capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the
Companies Law (as amended).
 5.
    
    Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of
a Bank or Trust Company without being licensed in that behalf under the provisions of the
Banks & Trust Companies Law (2004 Revision), as amended or revised from time to time, to carry
on Insurance Business from within the Cayman Islands or the business of an Insurance Manager,
Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the
Insurance Law (2001 Revision), as amended or revised from time to time, to carry on the
business of Company Management without being licensed in that behalf under the provisions of
the Companies Management Law (2004 Revision), as amended or revised from time to time, or to
carry on a securities investment business without being licensed or exempt from licensing
under the Securities Investment Business Law (2004 Revision), as amended or revised from time
to time.
 6.
    
    The Company will not trade in the Cayman Islands with any person, firm or corporation except in
furtherance of the business of the Company carried on outside the Cayman Islands;
provided that nothing in this section shall be construed as to prevent the Company
effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands
all of its powers necessary for the carrying on of its business outside the Cayman Islands.
 7.
    
    The liability of the Shareholders is limited to the amount, if any, unpaid on the Shares
respectively held by them.
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8.
    
    The capital of the Company is US$100,000divided into 900,000,000
Common Sharesof a nominal or par value of U.S.$0.0001per share and 100,000,000 Preferred
Sharesof a nominal or par value of US$0.0001per share; provided that subject to
the provisions of the Companies Law as amended or revised from time to time, and the
Articles of Association the Company shall have power to redeem or purchase any of its Shares
and to sub-divide or consolidate the said Shares or any of them and to issue all or any part
of its capital whether original, redeemed, increased or reduced with or without any
preference, priority or special privilege or subject to any postponement of rights or to any
conditions or restrictions whatsoever and so that unless the conditions of issue shall
otherwise expressly provide every issue of Shares whether stated to be Common Shares or
Preferred Shares or otherwise shall be subject to the powers on the part of the Company
hereinbefore provided.
 9.
    
    The Company has the power to register by way of continuation as a body corporate limited by
 shares under the laws of any jurisdiction outside of the Cayman Islands and to be deregistered
in the Cayman Islands.
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THE COMPANIES LAW (2007 REVISION)
 COMPANY LIMITED BY SHARES
 AMENDED AND RESTATED ARTICLES OF ASSOCIATION
 OF
 UNITED AMERICA INDEMNITY, LTD.
(Amended and Restated by Special Resolution dated 20 September 2007)
 TABLE A
  INTERPRETATION
 1.
    
    In these Articles:
 Affiliate
 Appraised Value pro rata
 Articles
 Attribution Percentage
 Business Combination Transaction
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Business Day
 Code
 Common Share
 Companies Law
 Confidential Information
 Controlled Shares
 Directors Board of Directors
 Dividend Periods
 Exchange
 Exchange Act
 Fair Value
 indirect
 Memorandum of Association
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Ordinary Resolution
 (a)
    
    passed by a simple majority of the votes cast by Shareholders as such
Shareholders being entitled to do so, vote in person or, where proxies are allowed, by
proxy at a general meeting of the Company and where a poll is taken regard shall be had
in computing a majority to the number of votes to which each Shareholder is entitled;
or
 (b)
    
    approved in writing by all of the Shareholders entitled to vote at a general
meeting of the Company in one or more instruments each signed by one or more of the
Shareholders and the effective date of the resolution so adopted shall be the date on
which the instrument, or the last of such instruments if more than one, is executed.
 paid up
 Preferred Share
 Purchase Notice
 Register of Members
 Required Sale
 Required Seller
 Seal
 Service
 Share
 Shareholder
 signed
 Special Resolution
 (a)
    
    passed by a majority of not less than two-thirds of such Shareholders as, being
entitled to do so, vote in person or, where proxies are allowed, by proxy at a general
meeting of the Company of which notice specifying the intention to propose the
resolution as a special resolution has been duly given and where a poll is taken regard
shall be had in computing a majority to the number of votes to which each Shareholder
is entitled; or
 (b)
    
    approved in writing by all of the Shareholders entitled to vote at a general
meeting of the Company in one or more instruments each signed by one or more of the
Shareholders and
the effective date of the Special Resolution so adopted shall be the date on which
the instrument or the last of such instruments if more than one, is executed.
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Tentative 9.5% U.S. Shareholder
 U.S. Person
 9.5% U.S. Shareholder
 2.
    
    In these Articles, save where the context requires otherwise:
 (a)
    
    words importing the singular number shall include the plural number and vice
versa;
 (b)
    
    words importing the masculine gender only shall include the feminine gender and
vice versa;
 (c)
    
    words importing persons only shall include companies or associations or bodies
of persons, whether corporate or not;
 (d)
    
    may shall be construed as permissive and shall and will shall be
construed as imperative;
 (e)
    
    references to a dollar or dollars or $ are references to dollars of the
United States;
 (f)
    
    references to a particular Article or Articles refer to a particular
Article or Articles of these Articles; and
 (g)
    
    references to a statutory enactment shall include reference to any amendment or
re-enactment thereof from time to time being in force.
 3.
    
    Subject to the last two preceding Articles, any words defined in the Companies Law shall, if
not inconsistent with the subject or context, bear the same meaning in these Articles.
 PRELIMINARY
 4.
    
    The business of the Company may be commenced as soon after incorporation as the Board of
Directors may see fit.
 5.
    
    The registered office of the Company shall be at such address in the Cayman Islands as the
Board of Directors shall from time to time determine. The Company may in addition establish
and maintain such other offices and places of business and agencies in such places as the
Board of Directors may from time to time determine.
 SERVICE PROVIDERS
 6.
    
    The Board of Directors may appoint any one or more persons to act as service providers to the
Company (including, without limitation, to act as manager, administrator, registrar and
transfer agent, custodian, investment manager, investment adviser, underwriter, placement
agent and/or sponsor to the Company) and the Board of Directors may entrust to and confer upon
such persons such powers upon such terms and conditions, including the right to remuneration
payable by, and indemnification
from, the Company and with such restrictions and with such powers of delegation as they may
determine.
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SHARES
 7.
    
    Except as otherwise provided in these Articles, all Shares for the time being and from time
to time unissued shall be under the control of the Board of Directors, and may be
re-designated, allotted or disposed of in such manner, to such persons and on such terms as
the Board of Directors in its sole and absolute discretion may determine.
 8.
    
    Subject to the provisions, if any, in the Memorandum and these Articles and without prejudice
to any rights attached to any existing Shares the Board of Directors may allot, issue, grant
options or warrants over or otherwise dispose of any Shares with or without preferred,
deferred, qualified or other rights or restrictions, whether in regard to dividend, voting,
return of capital or otherwise, and to such persons at such times and on such other terms as
it thinks proper.
 9.
    
    Upon approval of the Board of Directors, such number of Common Shares, or other Shares or
securities of the Company, as may be required for such purposes shall be reserved for issuance
in connection with an option, right, warrant or other security of the Company or any other
person that is exercisable for, convertible into, exchangeable for or otherwise issuable in
respect of such Common Shares or other Shares or securities of the Company.
 10.
    
    All Shares shall be issued fully paid as to their nominal value and any premium determined by
the Board of Directors at the time of issue and shall be non-assessable.11.
    
    The Company shall not issue Shares to bearer.
 12.
    
    Notwithstanding the foregoing or any other provision of these Articles, the Company shall not
issue any Shares or grant options or warrants in a manner that the Board of Directors in its
sole and absolute discretion determines may result by reason of such issuance or grant in a
non-de minimis adverse tax, legal or regulatory consequence to the Company,
any of its subsidiaries or any direct or indirect holder of Shares or its Affiliates.
 COMMON SHARES
 13.
    
    The Common Shares shall initially be divided into two classes, Class A Common Shares and
Class B Common Shares and the holders shall be entitled to:
 (a)
    
    dividends in accordance with the relevant provisions of these Articles;
 (b)
    
    rights in relation to winding up of the Company provided for in these Articles;
and
 (c)
    
    attend general meetings of the Company and, subject to the voting limitations
in Article 20, shall be entitled to one vote for each Class A Common Share and ten
votes for each Class B Common Share registered in the name of such Shareholder in the
Register of Members, both in accordance with the relevant provisions of these Articles.
 14.
    
    All Common Shares shall rank pari passu with each other in all respects.
Notwithstanding anything in the Memorandum or these Articles to the contrary:
 (a)
    
    The holders of Common Shares shall be entitled to receive, from time to time,
when and as declared, in the discretion of the Board of Directors, such cash dividends
as the Board of Directors may from time to time determine, out of such funds as are
legally available therefor, in proportion to the number of Shares held by them,
respectively, without regard to class.
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(b)
    
    The holders of Common Shares shall be entitled to receive, from time to time,
when and as declared, in the discretion of the Board of Directors, such dividends of
Shares or other securities of the Company or other property as the Board of Directors
may determine, out of such funds as are legally available therefor. Such dividends on,
or share splits of, any class of Common Shares shall not be paid or issued unless paid
or issued on all classes of Common Shares, in which case such dividends shall be paid
or issued only in Shares of that class. Any decrease in the number of Shares of any
class of Common Shares resulting from a combination or consolidation of Shares or other
capital reclassification shall not be permitted unless parallel action is taken with
respect to each other class of Common Shares, so that the number of Shares of each
class of Common Shares outstanding shall be decreased proportionately.
 (c)
    
    In the event of any liquidation, dissolution or winding up of the Company, the
holders of Common Shares shall be entitled to receive the assets and funds of the
Company in proportion to the number of Shares held by them, respectively, without
regard to class.
 15.
    (a)
    
    (a) Each Class B Common Share shall be convertible at the option of the holder thereof into
one Class A Common Share by means of a redemption of such Class B Common Share and in
consideration for the issue of one Class A Common Share.
 (b)
    
    Each Class B Common Share shall convert into one Class A Common Share, by means
of a redemption of such Class B Common Share in consideration for the issue of one
Class A Common Share, upon any transfer by the registered holder of such Class B Common
Share, whether or not for value, except for transfers to a nominee or Affiliate of such
holder in a transfer that will not result in a change of beneficial ownership (as
determined under Rule 13d-3 under the Exchange Act) or to a person that already holds
Class B Common Shares.
 PREFERRED SHARES
 16.
    
    Preferred Shares may be issued from time to time in one or more series, each of such series
to have such voting powers (full or limited), designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations or
restrictions thereof as are stated and expressed in any resolution or resolutions pass prior
to the issue of such Preferred Shares providing for the issue of such series adopted by the
Board of Directors as hereinafter provided.
 17.
    
    Authority is hereby granted to the Board of Directors, subject to the provisions of the
Memorandum of the Association, these Articles and applicable law, to create one or more series
of Preferred Shares and, with respect to each such series, to fix by resolution or resolutions
prior to the issuance of such Preferred Shares, without any further vote or action by the
Shareholders of the Company providing for the issue of such series:
 (a)
    
    the number of Preferred Shares to constitute such series and the distinctive
designation thereof;
 (b)
    
    the dividend rate and preferences with respect thereto, if any, on the
Preferred Shares of such series, the dividend payment dates, the periods in respect of
which dividends are payable (Dividend Periods), whether such dividends shall be
cumulative and, if cumulative, the date or dates from which dividends shall accumulate
and whether such dividends may be payable in cash or in kind;
 (c)
    
    whether the Preferred Shares of such series shall be convertible into, or
exchangeable for, Shares of any other class or classes or any other series of the same
class or other class or classes of Shares of the Company and the conversion price or
prices or rate or rates, or the rate or rates at which such exchange may be made, with
such adjustments, if any, as shall be stated and expressed or provided in such
resolution or resolutions;
 (d)
    
    the preferences, if any, and the amounts thereof, that the Preferred Shares of
such series shall be entitled to receive upon the winding up, liquidation or
dissolution of the Company;
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(e)
    
    the voting power, if any, of the Preferred Shares of such series;
 (f)
    
    redemption terms, transfer restrictions and rights of first refusal with
respect to the Preferred Shares of such series; and
 (g)
    
    such other terms, conditions, special rights and provisions as may seem
advisable to the Board of Directors.
  18.
    
    No dividend shall be declared and set apart for payment on any series of Preferred Shares in
respect of any Dividend Period unless all dividends have been paid, or declared and set apart
for payment, in full on all Preferred Shares of each other series entitled to cumulative
dividends at the time outstanding that rank senior or equally as to dividends with the series
in question (Senior Preferred Shares) and there shall likewise be or have been paid, or
declared and set apart for payment, on all Senior Preferred Shares, dividends rateably in
accordance with the sums that would be payable on such Preferred Shares.
 19.
    
    If, upon the winding up of the Company, the assets of the Company distributable among the
holders of any one or more series of Preferred Shares that (a) are entitled to a preference
over the holders of the Common Shares upon such winding up, and (b) rank equally in connection
with any such distribution, shall be insufficient to pay in full the preferential amount to
which the holders of such Preferred Shares shall be entitled, then such assets, or the
proceeds thereof, shall be distributed among the holders of each such series of Preferred
Shares rateably in accordance with the sums that would otherwise have been payable on such
distribution if all sums payable were discharged in full.
 VOTING LIMITATIONS; PROVISION OF INFORMATION
 20.
    
    Adjustment of Voting Power.
 (a)
    
    The voting power of all Shares is hereby adjusted (and shall be automatically
adjusted in the future) to the extent necessary so that there is no 9.5% U.S.
Shareholder. The Board of Directors shall implement the foregoing in the manner
provided herein; provided, however, that the foregoing provision and
the remainder of this Article 20 shall not apply in the event that one Shareholder of
the Company owns greater than 75% of the voting power or value of the issued and
outstanding Shares.
 (i)
    
    The Board of Directors shall from time to time, including prior
to any time at which a vote of Shareholders is taken, take all reasonable steps
necessary to ascertain, including those specified in Article 21, through
communications with Shareholders or otherwise, whether there exists, or will
exist at the time any vote of Shareholders is taken, a Tentative 9.5% U.S.
Shareholder.
 (ii)
    
    In the event that a Tentative 9.5% U.S. Shareholder exists, the
aggregate votes conferred by Shares held by a Shareholder and treated as
Controlled Shares of that Tentative 9.5% U.S. Shareholder shall be reduced to
the extent necessary such that the Controlled Shares of the Tentative 9.5% U.S.
Shareholder will constitute less than 9.5% of the voting power of all issued
and outstanding Shares. In applying the previous sentence where Shares held by
more than one Shareholder are treated as
Controlled Shares of such Tentative 9.5% U.S. Shareholder, the reduction in
votes shall apply to such Shareholders in descending order according to
their respective Attribution Percentages; provided that, in the
event of a tie, the reduction shall apply pro rata to the
Shareholders. The votes of Shareholders owning no Shares treated as
Controlled Shares of any Tentative 9.5% U.S. Shareholder shall, in the
aggregate, be increased by the same number of votes subject to reduction as
described above. Such increase shall apply to all such Shareholders in
proportion to their voting power at that time; provided that such
increase shall be limited to the extent necessary to avoid causing any U.S.
Person to be a 9.5% U.S. Shareholder. The adjustments of voting power
described in this Article 20 shall apply repeatedly until there is no 9.5%
U.S. Shareholder. The Board of Directors may deviate from any of the
principles described in this Article 20 and determine that Shares held by a
Shareholder shall carry different voting rights as it determines appropriate
(A) to avoid the existence of any 9.5% U.S. Shareholder or (B) to avoid
adverse tax, legal or regulatory consequences to the Company, any subsidiary
of the Company, or any other Shareholder or its Affiliates. For the
avoidance of doubt, in applying the provisions of this Article 20, a share
may carry a fraction of a vote.
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(b)
    
    In addition to the provisions of Article 20(a), Shares shall not carry any
right to vote to the extent that the Board of Directors determines, in its sole and
absolute discretion, that it is necessary that such Shares should not carry the right
to vote in order to avoid adverse tax, legal or regulatory consequences to the Company,
any subsidiary of the Company, or any other direct or indirect holder of Shares or its
Affiliates; provided that no adjustment pursuant to this sentence shall cause
any person to become a 9.5% U.S. Shareholder.
 (c)
    
    Prior to any date on which Shareholders shall vote on any matter, the Board of
Directors shall (i) retain the services of an internationally recognized accounting
firm or organization with comparable professional capabilities in order to assist the
Company in applying the principles of this Article 20, (ii) obtain from such firm or
organization a statement describing the information obtained and procedures followed
and setting forth the determinations made with respect to this Article 20 and (iii)
notify each Shareholder of the voting power conferred by its Shares determined in
accordance with this Article 20.
 (d)
    
    Any determination by the Board as to any adjustments to voting power of any
Share made pursuant to this Article 20 shall be final and binding.
 21.
    
    Provision of Certain Information.
 (a)
    
    The Board of Directors shall have the authority to request from any direct or
indirect holder of Shares, and such holder shall provide, such information as the Board
of Directors may reasonably request for the purpose of determining whether any holders
voting rights are to be adjusted. If such holder fails to respond to such a request,
or submits incomplete or inaccurate information in response to such a request, the
Board of Directors may in their sole and absolute discretion determine that such
holders Shares shall carry no voting rights, in which case such Shares shall not carry
any voting rights until otherwise determined by the Board of Directors in its sole and
absolute discretion.
 (b)
    
    Any direct or indirect holder of Shares shall give notice to the Company within
ten days following the date that such holder acquires actual knowledge that it is the
owner of Controlled Shares of 9.5% or more of the voting power of all issued and
outstanding Shares.
 (c)
    
    Notwithstanding the foregoing, no Shareholder shall be liable to any other
Shareholder or the Company for any losses or damages resulting from such holders
failure to respond to, or submission of incomplete or inaccurate information in
response to, a request under paragraph (a) or from such Shareholders failure to give
notice under paragraph (b) of this
Article 21.
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(d)
    
    Any information provided by any Shareholder to the Company pursuant to this
Article 21 or for purposes of making the analysis required by Article 12, 20, 29 or 45,
shall be deemed confidential information (the Confidential Information) and shall
be used by the Company solely for the purposes contemplated by such Articles (except as
may be required otherwise by applicable law or regulation). The Company shall hold such
Confidential Information in strict confidence and shall not disclose any Confidential
Information that it receives, except (i) to the U.S. Internal Revenue Service (the
Service) if and to the extent the Confidential Information is required by the
Service, (ii) to any outside legal counsel or accounting firm engaged by the Company to
make determinations regarding the relevant Articles, (iii) to officers, employees or
outside advisors of the Company, for the purposes set forth in Article 21(e) or (iv) as
otherwise required by applicable law or regulation.
 (e)
    
    The Company shall take all measures practicable to ensure the continued
confidentiality of the Confidential Information and shall grant the persons referred to
in Article 21(d)(ii) or (iii) access to the Confidential Information only to the extent
necessary to allow them to assist the Company in any analysis required by Article 12,
20, 29 or 45 or to determine whether the Company would realize any income that would be
included in the income of any Shareholder (or any interest holder, whether direct or
indirect, of any Shareholder) by operation of Section 953(c) of the Code. Prior to
granting access to the Confidential Information to such persons or to any officer or
employee as set forth below, the Company shall inform them of its confidential nature
and of the provisions of this Article 21 and shall require them to abide by all the
provisions of this Article 21. The Company shall not disclose the Confidential
Information to any Director (other than a Director that is also Chief Executive
Officer, Chairman, Vice Chairman, President or Vice President, except as required by
law or regulation, upon request to the Company).
 (f)
    
    For the avoidance of doubt, the Company shall be permitted to disclose to the
Shareholders and others the relative voting percentages of the Shareholders after
application of Article 20. At the written request of a Shareholder, the Confidential
Information of such Shareholder shall be destroyed or returned to such Shareholder
after the later to occur of (i) such Shareholder no longer being a Shareholder or (ii)
the expiration of the applicable statute of limitations with respect to any
Confidential Information obtained for purposes of engaging in any tax-related analysis.
 (g)
    
    The Company shall (i) notify a Shareholder immediately of the existence, terms
and circumstances surrounding any request made to the Company to disclose any
Confidential Information provided by or with respect to such Shareholder and, prior to
such disclosure, shall permit such Shareholder a reasonable period of time to seek a
protective order or other appropriate remedy or waive compliance with the provisions of
this Article 21, and (ii) if, in the absence of a protective order or waiver, such
disclosure is required in the opinion of counsel to the Company, the Company shall make
such disclosure without liability hereunder; provided that the Company shall
furnish only that portion of the Confidential Information that is legally required,
shall give such Shareholder notice of the information to be disclosed as far in advance
of its disclosure as practicable and, upon the request of such Shareholder and at its
expense, shall use reasonable efforts to ensure that confidential treatment will be
accorded to all such disclosed information.
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VARIATION OF RIGHTS ATTACHING TO SHARES
 22.
    
    If at any time the Share capital is divided into different classes of Shares, the rights
attaching to any class of Shares (unless otherwise provided by the terms of issue of the
Shares of that class) may, subject to Article 20 and to whatever other vote may be required by
the Companies Law, these Articles or applicable law, only be materially adversely varied or
abrogated with the consent in writing
of the holders of two-thirds of the voting power of the issued Shares of that class, or with
the sanction of a resolution passed by holders of at least two-thirds of the voting power of
the issued Shares of the class present in person or by proxy at a separate general meeting
of the holders of the Shares of the class. To every such separate general meeting the
provisions of these Articles relating to general meetings of the Company shall
mutatis mutandis apply, but so that the necessary quorum shall be at least
one (1) person holding or representing by proxy at least one-third of the voting power of
the issued and outstanding Shares of that class and that any holder of Shares of the class
present in person or by proxy may demand a poll.
 23.
    
    The rights conferred upon the holders of the Shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of issue of the
Shares of that class, be deemed to be varied or abrogated by the creation or issue of further
Shares ranking pari passu therewith or junior thereto or the redemption or
purchase of Shares of any class by the Company.
 24.
    
    The rights of holders of Common Shares shall not be deemed to be varied by the creation or
issue of Shares with preferred or other rights that may be created or issued by the Board of
Directors as provided in these Articles without any vote or consent of the holders of Common
Shares.
 ISSUE OF OPTIONS AND WARRANTS
 25.
    
    The Board may issue options or warrants to purchase or subscribe for any class of Shares or
other securities of the Company on such terms as it may from time to time determine;
provided that no such issuance of options or warrants may be made if it will cause, in
the Board of Directors sole and absolute discretion, a non-de minimis adverse
tax, legal or regulatory consequence to the Company, any of its subsidiaries or any direct or
indirect holder of Shares or its Affiliates. No options or warrants shall be issued to
bearer.
 CERTIFICATES
 26.
    
    Every person the name of which is entered as a Shareholder in the Register of Members shall,
without payment, be entitled to a certificate in the form determined by the Board of
Directors. Such certificate may be under the Seal. All certificates shall specify the Share or
Shares held by that person and the amount paid up thereon; provided that in respect of
a Share or Shares held jointly by several persons the Company shall not be bound to issue more
than one certificate, and delivery of a certificate for a Share to one of several joint
holders shall be sufficient delivery to all.
 27.
    
    If a Share certificate is defaced, lost or destroyed it may be renewed on such terms, if any,
as to evidence and indemnity as the Board of Directors may think fit.
 TRANSFER OF SHARES
 28.
    
    The instrument of transfer of any Share shall be in any usual or common form or such other
form as the Board of Directors may, in its sole and absolute discretion, approve and be
executed by or on behalf of the transferor and, if so required by the Board of Directors,
shall also be executed on behalf of the transferee, shall be accompanied by the certificate
(if any) of the Shares to which it relates and such other evidence as the Board of Directors
may reasonably require to show the right of the transferor to make the transfer. The
transferor shall be deemed to remain a holder of the Share until the name of the transferee is
entered in the Register of Members in respect thereof.
 29.
    
    The Board of Directors may decline to approve or register any transfer of Shares if it
appears to the Board of Directors, in its sole and absolute discretion, after taking into
account, among other things, the limitation on voting rights contained in Article 20, that any
non-de minimis adverse tax, regulatory or legal consequences to the Company,
any subsidiary of the Company, or any other direct or indirect holder of Shares or its
Affiliates would result from such transfer (including if such consequence arises as a result
of any U.S. Person owning Controlled Shares constituting 9.5% or more of the value of the
Company or the voting Shares of the Company (but subject to the provisions of Article 20) or
pursuant to Article134(iv)). The Board of Directors shall have the authority to request from
any direct or indirect holder of Shares, and such holder shall provide, such information as
the Board of Directors may reasonably request for the purpose of determining whether any
transfer should be permitted. If such information is not provided, the Board of Directors
may decline to approve or register such transfer.
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30.
    
    Subject to any applicable requirements of any Exchange on which the Shares are listed or
traded, the Board of Directors (a) may decline to approve or to register any transfer of any
Share if a written opinion from counsel acceptable to the Company shall not have been obtained
to the effect that registration of such transfer under the U.S. Securities Act of 1933, as
amended from time to time, is not required and (b) shall decline to approve or to register any
transfer of any Share if the transferee shall not have been approved by applicable
governmental authorities if such approval is required.
 31.
    
    If the Board of Directors refuses to register a transfer of any Share the Secretary shall,
within ten (10) business days after the date on which the transfer was lodged with the
Company, send to the transferor and transferee notice of the refusal.
 32.
    
    All instruments of transfer that are registered shall be retained by the Company, but any
instrument of transfer that the Board of Directors declines to register shall (except in any
case of fraud) be returned to the person depositing the same.
 TRANSMISSION OF SHARES
 33.
    
    The legal personal representative of a deceased sole holder of a Share shall be the only
person recognised by the Company as having any title to such Share. In the case of a Share
registered in the name of two or more holders, the survivors or survivor, or the legal
personal representatives of the deceased survivor, shall be the only person recognised by the
Company as having any title to such Share.
 34.
    
    Any person becoming entitled to a Share in consequence of the death or bankruptcy of a
Shareholder shall, upon such evidence being produced as may from time to time be required by
the Board of Directors, have the right either to be registered as a Shareholder in respect of
the Share or, instead of being registered himself, to make such transfer of the Share as the
deceased or bankrupt person could have made; provided, that the Board of Directors
shall, in either case, have the same right to decline or suspend registration as it would have
had in the case of a transfer of the Share by the deceased or bankrupt person before the death
or bankruptcy.
 35.
    
    A person becoming entitled to a Share by reason of the death or bankruptcy of the holder
shall be entitled to the same dividends and other advantages to which he would be entitled if
he were the registered holder of the Share, except that he shall not, before being registered
as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company, including voting.
 ALTERATION OF CAPITAL
 36.
    
    The Company may from time to time by Ordinary Resolution increase the Share capital by such
sum, to be divided into Shares of such classes and amount, as the resolution shall prescribe.37.
    
    The Company may by Ordinary Resolution:
 (a)
    
    consolidate and divide all or any of its Share capital into Shares of a larger
amount than its existing Shares;
 (b)
    
    convert all or any of its paid up Shares into stock and reconvert that stock
into paid up Shares of any denomination;
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(c)
    
    subdivide its existing Shares, or any of them into Shares of a smaller amount;
provided that in the subdivision the proportion between the amount paid and the
amount, if any, unpaid on each reduced Share shall be the same as it was in case of the
Share from which the reduced Share is derived;
 (d)
    
    cancel any Shares that, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person and diminish the amount of its Share
capital by the amount of the Shares so cancelled.
 38.
    
    Subject to Article 39, the Company may by Special Resolution reduce its Share capital and any
capital redemption reserve in any manner authorised by law.
 39.
    
    The Company shall not increase, reduce or alter its Share capital, if such action, in the
Board of Directors sole and absolute discretion, would cause a non-de minimis
adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any
Shareholder or its Affiliates.
 REDEMPTION AND PURCHASE OF OWN SHARES
 40.
    
    Subject to the provisions of the Companies Law and Article 14, the Company may:
 (a)
    
    issue Shares on terms providing that such Shares are to be redeemed or are
liable to be redeemed at the option of the Company or the Shareholder on such terms and
in such manner as the Board of Directors may, before the issue of such Shares,
determine;
 (b)
    
    the Company may purchase its own Shares (including any redeemable Shares);
provided that the Shareholders shall have approved the manner of purchase by
Ordinary Resolution or that the manner of purchase is in accordance with Articles 41
through 50 (this authorisation is in accordance with Section 37(2) of the Companies Law
or any modification or reenactment thereof for the time being in force); and
 (c)
    
    make a payment in respect of the redemption or purchase of its own Shares
otherwise than out of profits or the proceeds of a fresh issue of Shares or through
the establishment of a capital redemption reserve; and
 provided de minimis
 41.
    
    The redemption of Common Shares shall be effected in such manner as the Board of Directors
may determine before the issue of the Common Shares or as otherwise provided by these Articles
and the redemption of Preferred Shares shall be effected in such manner as the Board of
Directors may, by resolution, determine before the issue of the Preferred Shares (this
authorisation is in accordance with Section 37(1) of the Companies Law or any modification or
re-enactment thereof for the time being in force).
 42.
    
    Subject to Article 14, the Company may repurchase any Common Share listed on an Exchange at
such time, at such price and on such terms as determined and agreed by the Board of Directors
in its sole and absolute discretion; provided that the maximum number of Common Shares
that may be repurchased shall be equal to the number of issued and outstanding Common Shares
less one Common Share; provided, further that: (a) such repurchase
transactions shall be in accordance with the relevant code, rules and regulations applicable
to the listing of the Shares on the Exchange; (b) at the time of, and giving effect to, the
repurchase the Company is able to pay its debts as they fall due in the ordinary course of
business; and (c) such repurchase shall not result, in the Board of Directors sole and
absolute discretion, in a non-de minimis adverse tax, legal or regulatory
consequence to the
Company, any of its subsidiaries or any Shareholder or its Affiliates.
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43.
    
    Subject to Article 14, the Company may repurchase any Common Share not listed on an Exchange
at any price agreed between the Board and the applicable Shareholder by serving a repurchase
notice in a form approved by the Board of Directors on the Shareholder from which the Common
Shares are to be repurchased at least two (2) days prior to the date specified in the notice
as being the repurchase date; provided that: (a) at the time of, and giving effect to,
the repurchase the Company is able to pay its debts as they fall due in the ordinary course of
business; and (b) such repurchase shall not result, in the Board of Directors sole and
absolute discretion, in a non-de minimis adverse tax, legal or regulatory
consequence to the Company, any of its subsidiaries or any Shareholder or its Affiliates. The
date of repurchase shall be the date specified in the repurchase notice as determined and
agreed by the Board of Directors and the applicable Shareholder in their sole and absolute
discretion.
 44.
    
    Redemption Pursuant to the terms of a Business Combination
 (a)
    
    The Common Shares may be redeemed by the Company upon approval by the Board of
Directors of, and an Ordinary Resolution of the Shareholders adopting, any agreement
entered into by the Company relating to a Business Combination Transaction involving
the Company.
 (b)
    
    The manner and terms of such redemption, including the consideration to be
received by the holders of Common Shares in such redemption or repurchase, which
consideration may consist of cash, securities or other property, shall be set forth in
the agreement relating to a Business Combination Transaction approved by the Board of
Directors and an Ordinary Resolution of Shareholders.
 (c)
    
    The consideration to be received by all holders of Common Shares shall be
identical regardless of the class of Common Shares held by such holders.
 45.
    
    Required Sale of Shares.
 (a)
    
    If the Board of Directors reasonably determines, that any Shareholders
ownership of Shares (after giving effect to any voting limitations set forth in Article
20) will result in a non-de minimis adverse tax, legal or regulatory
consequence to the Company, any of its subsidiaries or any other direct or indirect
holder of Shares or its Affiliates, the Company shall have the option but not the
obligation to repurchase or assign to a third party the right to purchase the minimum
number of Shares held by such person that is necessary to eliminate such non-de
minimis adverse tax, legal or regulatory consequence at a price equal to the
Fair Value of such Shares.
 (b)
    
    In the event that the Company determines, pursuant to this Article 45, to
repurchase or assign to a third party the right to purchase Shares of a Shareholder (a
Required Seller), the Company shall provide a Purchase Notice to such Shareholder.
The Company may revoke the Purchase Notice at any time prior to the closing of such
sale.
 (c)
    
    The closing of a sale of Shares pursuant to this Article 45 (a Required Sale)
shall take place at a location and date selected by the Company and set forth in the
Purchase Notice which shall be delivered at least five (5) Business Days prior to the
closing date specified therein; provided, however, that such closing
date shall be no earlier than the later of (i) five (5) Business Days after a Purchase
Notice is given with respect to a purchase of Shares, and (ii) five (5) Business Days
after the date of determination of Appraised Value in the event that a Shareholder
objects to the Boards determination of Fair Value contained in a Purchase Notice.
Payment of the Purchase Price shall be by wire transfer at such closing.
 (d)
    
    Notwithstanding the provisions of this Article 45, no person shall be permitted
to purchase
Shares in a Required Sale to the extent that such purchase would (after giving
effect to any adjustment to voting power imposed in accordance with Article 20)
cause a non-de minimus adverse tax, legal or regulatory consequences
to the Company, any of its subsidiaries, any other Shareholder or its Affiliates.
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46.
    
    The Company may make a payment in respect of the redemption or repurchase of its own Shares
in any manner permitted by the Companies Law, including out of capital.
 47.
    
    The holder of the Shares being repurchased shall be bound to deliver up to the Company at its
registered office or such other place as the Board shall specify, the certificate(s) (if any)
thereof for cancellation and thereupon the Company shall pay to such holder the purchase or
redemption monies or consideration in respect thereof.
 48.
    
    Any Share in respect of which notice of redemption has been given shall not be entitled to
participate in the profits of the Company or to vote in any Company meeting in respect of the
period after the date specified as the date of redemption in the notice of redemption.
 49.
    
    Except as provided in these Articles or the terms of any Preferred Shares, the redemption or
repurchase of any Share shall not be deemed to give rise to the redemption or repurchase of
any other Share.
 50.
    
    The Board of Directors may when making payments in respect of redemption or repurchase of
Shares, if authorised by the terms of issue of the Shares being redeemed or repurchased or
with the agreement of the holder of such Shares, make such payment either in cash or in
specie.
 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
 51.
    
    For the purpose of determining those Shareholders that are entitled to receive notice of,
attend or vote at any general meeting or any adjournment thereof, or those Shareholders that
are entitled to receive payment of any dividend, or in order to make a determination as to who
is a Shareholder for any other purpose, the Board of Directors may provide that the Register
of Members shall be closed for transfers for a stated period, which period shall not exceed in
any case forty (40) days. If the Register of Members shall be so closed for the purpose of
determining those Shareholders that are entitled to receive notice of, attend or vote at any
general meeting the Register of Members shall be so closed for at least ten (10) days
immediately preceding such meeting and the record date for such determination shall be the
date of the closure of the Register of Members.
 52.
    
    In lieu of or apart from closing the Register of Members, (a) the Board of Directors may fix
in advance a date as the record date for any such determination of those Shareholders that are
entitled to receive notice of, attend or vote at a meeting of the Shareholders and (b) for the
purpose of determining those Shareholders that are entitled to receive payment of any dividend
the Board of Directors may, at or within ninety (90) days prior to the date of declaration of
such dividend fix a subsequent date as the record date for such determination.
 53.
    
    If the Register of Members is not so closed and no record date is fixed for the determination
of those Shareholders entitled to receive notice of, attend or vote at a general meeting or
those Shareholders that are entitled to receive payment of a dividend, the tenth
(10th) day following the date on which notice of the meeting is posted or the date
on which the resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of Shareholders. When a
determination of those Shareholders that are entitled to receive notice of, attend or vote at
a general meeting has been made as provided in these Articles, such determination shall apply
to any adjournment thereof.
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GENERAL MEETINGS
 54.
    
    The Company shall, if required by the Companies Law, other applicable law or the relevant
code, rules or regulations applicable to the listing of any Shares on the Exchange, hold a
general meeting as its annual general meeting, and shall specify the meeting as such in the
notices calling it. The annual general meeting shall be held at such time and place as the
Board of Directors shall appoint. At these meetings the report of the Board of Directors (if
any) shall be presented.
 55.
    
    The Board of Directors may whenever it thinks fit proceed to convene a general meeting of the
Company. General meetings of the Company may be held at such place, either within or without
the Cayman Islands, as determined by the Board of Directors.
 56.
    
    General meetings shall also be convened on the written requisition of any Shareholder or
Shareholders entitled to attend and vote at general meetings of the Company that hold not less
than fifty per cent (50%) of the eligible votes of the Company deposited at the registered
office of the Company specifying the objects of the meeting and requesting that such meeting
be held on a date no later than sixty (60) days from the date of deposit of the requisition
signed by the requisitionists, and if the Board of Directors does not convene such meeting
within such sixty (60) day period, the requisitionists themselves may convene the general
meeting in the same manner, as nearly as possible, as that in which general meetings may be
convened by the Board of Directors, and all reasonable expenses incurred by the
requisitionists as a result of the failure of the Board of Directors to convene the general
meeting shall be reimbursed to them by the Company.
 NOTICE OF GENERAL MEETINGS
 57.
    
    At least ten (10) days notice shall be given of any general meeting. Every notice shall be
exclusive of the day on which it is given or deemed to be given and of the day for which it is
given and shall specify such details as are required by applicable law or the relevant code,
rules and regulations applicable to the listing of the Shares on the Exchange.
 58.
    
    A general meeting shall, whether or not the notice specified in these Articles has been given
and whether or not the provisions of the Articles regarding general meetings have been
complied with, be deemed to have been duly convened if applicable law so permits and it is so
agreed:
 (a)
    
    in the case of a general meeting called as an annual general meeting by all the
Shareholders entitled to attend and vote thereat or their proxies; and
 (b)
    
    in the case of any other general meeting by such number of the Shareholders
having a right to attend and vote at the meeting and holding, whether directly or by
proxy, not less than two-thirds of the votes entitled to be cast at such general
meeting.
 59.
    
    The notice convening an annual general meeting shall specify the meeting as such, and the
notice convening a meeting to pass a Special Resolution shall specify the intention to propose
a resolution as a special resolution. Notice of every general meeting shall be given to all
Shareholders other than such as, under the provisions of these Articles or the terms of issue
of the Shares they hold, are not entitled to receive such notice from the Company.
 60.
    
    There shall appear with reasonable prominence in every notice of general meetings of the
Company a statement that a Shareholder entitled to attend and vote is entitled to appoint a
proxy to attend and vote instead of him and that a proxy need not be a Shareholder.
 61.
    
    The accidental omission to give notice of a general meeting to, or the non-receipt of notice
of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of
that meeting.
 62.
    
    In cases where instruments of proxy are sent out with notices, the accidental omission to
send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any
person entitled to receive notice shall not invalidate any resolution passed or any proceeding
at any such meeting.
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PROCEEDINGS AT GENERAL MEETINGS
 63.
    
    All business carried out at a general meeting shall be deemed special with the exception of
the consideration of the accounts and balance sheets and any report of the Board of Directors
or of the Companys auditors and the appointment of Directors. No special business shall be
transacted at any general meeting without the consent of all Shareholders entitled to receive
notice of that meeting unless notice of such special business has been given in the notice
convening that meeting.
 64.
    
    No business shall be transacted at any general meeting unless a quorum of Shareholders is
present at the time when the meeting proceeds to business. Save as otherwise provided by
these Articles, one or more Shareholders holding Shares having at least a majority of the
votes eligible to be cast at such general meeting, present in person or by proxy, shall be a
quorum.
 65.
    
    If the Board of Directors wish to make this facility available to Shareholders for a specific
or all general meetings of the Company, a Shareholder may participate in any general meeting
of the Company, by means of a telephone or similar communication equipment by way of which all
persons participating in such meeting can hear each other and such participation shall be
deemed to constitute presence in person at the meeting.
 66.
    
    The chairman, if any, of the Board of Directors, and, if the chairman is not present, the
vice chairman or such other officer as the Board of Directors shall designate, shall preside
as chairman at every general meeting of the Company.
 67.
    
    The chairman may adjourn a general meeting from time to time and from place to place, but no
business shall be transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place. When a meeting is adjourned for
fourteen (14) days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting. Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
 68.
    
    At any general meeting a resolution put to the vote of the meeting shall be decided on a
poll.
 69.
    
    In the case of an equality of votes, the chairman of the meeting shall be entitled to a
second or casting vote.
 70.
    
    If authorized by the Board of Directors, any vote taken by written ballot may be satisfied by
a ballot submitted by electronic transmission; provided that any such electronic
transmission must either set forth or be submitted with information from which it can be
determined that the electronic transmission was authorized by the Shareholder or proxy.
 VOTES OF SHAREHOLDERS
 71.
    
    Subject to any rights and restrictions for the time being attached to any class or classes of
Shares and the provisions of Article 20, every Shareholder present in person and every person
representing a Shareholder by proxy at any general meeting shall have such number of votes
with respect to such Shares that such holder or the person represented by proxy holds is
entitled by the terms of issue of such Shares.
 72.
    
    In the case of joint holders of Shares, the vote of the senior holder that tenders a vote
whether in person or by proxy shall be accepted to the exclusion of the votes of the joint
holders and for this purpose seniority shall be determined by the order in which the names
stand in the Register of Members.
 73.
    
    A Shareholder of unsound mind, or in respect of whom an order has been made by any court
having jurisdiction in lunacy, may vote, by his committee, or other person in the nature of a
committee
appointed by that court, and any such committee or other person may vote by proxy.
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75.
    
    The instrument appointing a proxy shall be in writing and shall be executed under the hand of
the appointor or his attorney duly authorized in writing, or, if the appointor is a
corporation or other entity, either under its common seal or under the hand of an officer or
attorney so authorised; provided, a Shareholder may also authorize the casting of a
vote by proxy pursuant to telephonic or electronically transmitted instructions (including,
without limitation, instructions transmitted over the Internet) obtained pursuant to
procedures approved by the Board of Directors that are reasonably designed to verify that such
instructions have been authorized by such Shareholder.
 76.
    
    A resolution in writing signed by all the Shareholders for the time being entitled to receive
notice of and to attend and vote at general meetings (or being corporations by their duly
authorised representatives) shall be as valid and effective as if the same had been passed at
a general meeting of the Company duly convened and held.
 CORPORATIONS AND OTHER ENTITIES ACTING BY REPRESENTATIVES AT MEETINGS
 77.
    
    Any corporation or other entity that is a Shareholder may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its representative at
any meeting of the Company or of any class of Shareholders, and the person so authorised shall
be entitled to exercise the same powers on behalf of the corporation that he represents as
that corporation could exercise if it were an individual Shareholder.
 DIRECTORS
 78.
    
    The name of the first Director(s) shall either be determined in writing by a majority (or in
the case of a sole subscriber that subscriber) of, or appointed at a meeting of, the
subscribers of the Memorandum of Association.
 79.
    
    The Company may by resolution passed by a plurality of the votes cast by Shareholders as such
Shareholders being entitled to do so, vote in person or, where proxies are allowed, by proxy
at a general meeting of the Company and where a poll is taken regard shall be had in computing
a majority to the number of votes to which each Shareholder is entitled, appoint any person to
be a Director.
 80.
    
    Subject to the provisions of these Articles, a Director shall hold office until the next
general meeting of the Company at which Directors are to be appointed and such Directors
successor is appointed or such time as he is removed from office in accordance with the terms
of these Articles.
 81.
    
    The Board of Directors may from time to time fix the maximum and minimum number of Directors
to be appointed but unless such number is fixed as aforesaid the number of Directors shall be
eleven.82.
    
    The remuneration of the Directors shall be determined by the Board of Directors.83.
    
    There shall be no Shareholding qualification for Directors.
 84.
    (a)
    
    The Board of Directors shall have power at any time and from time to time to appoint a
person as Director, either as a result of a removal pursuant to Article 94A or as an
additional Director; provided, however, that such Director so appointed shall
be approved or terminated by a resolution of the Shareholders at the next general meeting.
 (b)
    
    Where a Director is removed pursuant to Article 94B, the relevant
Shareholder(s) which sign such written notice may, within such notice or in a
subsequent written notice, appoint a new
Director to fill such vacancy for the remainder of the removed Directors term and
the Board of Directors shall take, and cause the Company and its officers to take,
any and all necessary actions to effectuate such appointment, including for the
avoidance of doubt, providing all notices to Shareholders as may be required
pursuant to any obligations of the Company under applicable law.
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POWERS AND DUTIES OF DIRECTORS
 85.
    
    Subject to the provisions of the Companies Law and these Articles, the business of the
Company shall be managed by the Board of Directors, which may pay all expenses incurred in
setting up and registering the Company. The Board of Directors may exercise all powers of the
Company in accordance with the provisions of these Articles. No resolution made by the
Company in general meeting shall invalidate any prior act of the Board of Directors that would
have been valid if that resolution had not been made.
 86.
    
    The Board of Directors may from time to time appoint any person, whether or not a Director,
to hold such office in the Company as the Board of Directors may think necessary for the
administration of the Company, including but not limited to, the offices of chief executive
officer and president, one or more vice-presidents, chief financial officer, treasurer,
assistant treasurer, manager or controller, and for such term and at such remuneration
(whether by way of salary or commission or participation in profits or partly in one way and
partly in another), and with such powers and duties as the Board of Directors may think fit.
Any person so appointed by the Board of Directors may be removed by the Board of Directors.
 87.
    
    The Board of Directors may appoint a Secretary (and if need be an Assistant Secretary or
Assistant Secretaries) who shall hold office for such term, at such remuneration and upon such
conditions and with such powers as it thinks fit. Any Secretary or Assistant Secretary so
appointed by the Board of Directors may be removed by the Board of Directors.
 88.
    
    The Board of Directors may from time to time and at any time by power of attorney appoint any
company, firm or person or body of persons, whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretion (not exceeding those vested in or exercisable by the Board
of Directors under these Articles) and for such period and subject to such conditions as it
may think fit, and any such power of attorney may contain such provisions for the protection
and convenience of persons dealing with any such attorney as the Board of Directors may think
fit, and may also authorise any such attorney to delegate all or any of the powers,
authorities and discretion vested in him.
 89.
    
    The Board of Directors may from time to time provide for the management of the affairs of the
Company in such manner as it shall think fit and the specific delegation provisions contained
in these Articles shall not limit the general powers conferred by these Articles.
 BORROWING POWERS OF DIRECTORS
 90.
    
    The Board of Directors may exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and uncalled capital or any part thereof, to
issue debentures, notes and other securities whenever money is borrowed or as security for any
debt, liability or obligation of the Company or of any third party.
 THE SEAL
 91.
    
    The Seal shall not be affixed to any instrument except by the authority of a resolution of
the Board of Directors; provided always that such authority may be given prior to or
after the affixing of the Seal and if given after may be in general form confirming a number
of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a
Secretary (or an Assistant Secretary) or in the presence
of any one or more persons as the Board of Directors may appoint for the purpose and every
person as aforesaid shall sign every instrument to which the Seal is so affixed in their
presence.
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92.
    
    The Company may maintain a facsimile of the Seal in such countries or places as the Board of
Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by
the authority of a resolution of the Board of Directors; provided always that such
authority may be given prior to or after the affixing of such facsimile Seal and if given
after may be in general form confirming a number of affixings of such facsimile Seal. The
facsimile Seal shall be affixed in the presence of such person or persons as the Board of
Directors shall for this purpose appoint and such person or persons as aforesaid shall sign
every instrument to which the facsimile Seal is so affixed in their presence and such affixing
of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if
the Seal had been affixed in the presence of and the instrument signed by a Director or a
Secretary (or an Assistant Secretary) or in the presence of any one or more persons as the
Board of Directors may appoint for the purpose.
 93.
    
    Notwithstanding the foregoing, a Secretary or any Assistant Secretary shall have the
authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of
attesting authenticity of the matter contained therein but that does not create any obligation
binding on the Company.
 DISQUALIFICATION OF DIRECTORS
 94.
    (a)
    
    The office of a Director shall be vacated and such Director removed from the Board of
Directors, if the Director:
 (i)
    
    becomes bankrupt or makes any arrangement or composition with
his creditors;(ii)
    
    is found to be or becomes of unsound mind;(iii)
    
    resigns his office by notice in writing to the Company; or(iv)
    
    is removed from office by Ordinary Resolution.
 (b)
    
    The office of a Director shall be vacated and such Director removed from the
Board of Directors, if a written notice is delivered to the Company that (as) has been
signed by one or more Shareholders that, in the aggregate, own Common Shares
representing a majority of the voting power of the then issued and outstanding Common
Shares and (b) directs that such Director be removed from the Board of Directors. Such
Director shall be removed as of the date of the notice or as of such later date, or
upon the occurrence of such event, as may be specified in such notice. The Board of
Directors shall take, and cause the Company and its officers to take, any and all
necessary actions to effectuate such removal, including for the avoidance of doubt,
providing all notices to Shareholders as may be required pursuant to any obligations of
the Company under applicable law.
 PROCEEDINGS OF DIRECTORS
 95.
    
    The Directors may meet together (either within or without the Cayman Islands) for the
despatch of business, adjourn and otherwise regulate their meetings and proceedings as they
shall think fit. Questions arising at any meeting shall be decided by a majority of votes
cast thereat. In case of an equality of votes the chairman shall have a second or casting
vote. The chairman may, and a Secretary or Assistant Secretary on the requisition of a
majority of the Directors shall, at any time summon a meeting of the Board of Directors by at
least two days notice in writing to every Director, which notice shall set forth the general
nature of the business to be considered unless notice is waived by all the Directors either
at, before or after the meeting is held. No additional notice of a regularly scheduled
meeting of the Board of Directors shall be required. Notice of any special meeting of the
Board of Directors shall be given by the Secretary or Assistant Secretary of the
Company at least one day prior to such meeting. Such notice requirements shall be waived by
any Director actually attending such meeting.
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96.
    
    Without prejudice to the powers conferred by these Articles, the Board of Directors may
delegate any of its powers to committees consisting of such Director or Directors as it thinks
fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to
any regulations or charter that may be imposed on it by the Board of Directors.
 97.
    
    The meetings and proceedings of any such committee consisting of two or more Directors shall
be governed by the provisions of these Articles regulating the meetings and proceedings of the
Board of Directors so far as the same are applicable and are not superseded by any regulations
or charter made by the Board of Directors under the last preceding Article.
 98.
    
    All acts done by any meeting of the Board of Directors, or of a committee of the Board of
Directors or by any person acting as a Director, shall, notwithstanding it be afterwards
discovered that there was some defect in the appointment of any such Director or person acting
as aforesaid, or that they or any of them were disqualified, or had vacated office, or were
not entitled to vote, be as valid as if every such person had been duly appointed, and was
qualified and had continued to be a Director and had been entitled to vote.
 99.
    
    A Director or Directors may participate in any meeting of the Board of Directors, or of any
committee appointed by the Board of Directors of which such Director or Directors are members,
by means of telephone or similar communication equipment by way of which all persons
participating in such meeting can hear each other and such participation shall be deemed to
constitute presence in person at the meeting.
 100.
    
    The quorum necessary for the transaction of the business of the Board of Directors may be
fixed by the Board of Directors, and unless so fixed, shall be a majority of the Directors.
 101.
    
    A Director who is in any way, whether directly or indirectly, interested in a contract or
proposed contract with the Company shall declare the nature of his interest at a meeting of
the Board of Directors. A general notice given to the Board of Directors by any Director to
the effect that he is a Shareholder of any specified company or firm and is to be regarded as
interested in any contract that may thereafter be made with that company or firm shall be
deemed a sufficient declaration of interest in regard to any contract so made. A Director may
vote in respect of any contract or proposed contract or arrangement notwithstanding that he
may be interested therein and if he does so his vote shall be counted and he may be counted in
the quorum at any meeting of the Board of Directors at which any such contract or proposed
contract or arrangement shall come before the meeting for consideration.
 102.
    
    A Director may hold any other office or place of profit under the Company (other than the
office of auditor) in conjunction with his office of Director for such period and on such
terms (as to remuneration and otherwise) as the Board of Directors may determine and no
Director or proposed Director shall be disqualified by his office from contracting with the
Company either with regard to his tenure of any such other office or place of profit or as
vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or
on behalf of the Company in which any Director is in any way interested, be liable to be
avoided, nor shall any Director so contracting or being so interested be liable to account to
the Company for any profit realised by any such contract or arrangement by reason of such
Director holding that office or of the fiduciary relation thereby established. A Director,
notwithstanding his interest, may be counted in the quorum present at any meeting of the Board
of Directors whereat he or any other Director is appointed to hold any such office or place of
profit under the Company or whereat the terms of any such appointment are arranged and he may
vote on any such appointment or arrangement.
 103.
    
    Any Director may act by himself or his firm in a professional capacity for the Company, and
he or his
firm shall be entitled to remuneration for professional services as if he were not a
Director; provided that nothing herein contained shall authorise a Director or his
firm to act as auditor to the Company.
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104.
    
    The Board of Directors shall cause minutes to be made in books or loose-leaf folders provided
for the purpose of recording:
 (a)
    
    all appointments of officers made by the Board of Directors;
 (b)
    
    the names of the Directors present at each meeting of the Board of Directors
and of any committee of the Board of Directors;
 (c)
    
    all resolutions and proceedings at all meetings of the Company, and of the
Board of Directors and of committees of Directors.
 105.
    
    When the chairman of a meeting of the Board of Directors signs the minutes of such meeting
those minutes shall be deemed to have been duly held notwithstanding that all the Directors
have not actually come together or that there may have been a technical defect in the
proceedings.
 106.
    
    A resolution signed by all the Directors shall be as valid and effectual as if it had been
passed at a meeting of the Board of Directors duly called and constituted. When signed a
resolution may consist of several documents each signed by one or more of the Directors.
 107.
    
    The continuing Directors may act notwithstanding any vacancy in their body but if and so long
as their number is reduced below the number fixed by or pursuant to these Articles as the
necessary quorum of Directors, the continuing Directors may act for the purpose of increasing
the number, or of summoning a general meeting of the Company, but for no other purpose.
 108.
    
    The Board of Directors may elect a chairman and one or more vice chairman of their meetings
and determine the period for which he is to hold office but if no such chairman or vice
chairman are elected, or if at any meeting the chairman or any vice chairman is not present
within fifteen minutes after the time appointed for holding the meeting, the Directors present
may choose one of their number to be chairman of the meeting.
 109.
    
    A committee appointed by the Board of Directors may elect a chairman of its meetings. If no
such chairman is elected, or if at any meeting the chairman is not present within five minutes
after the time appointed for holding the meeting, the Directors present may choose one of
their number to be chairman of the meeting.
 110.
    
    A committee appointed by the Board of Directors may meet and adjourn as it thinks proper.
Questions arising at any meeting shall be determined by a majority of votes of the committee
members present.
 DIVIDENDS
 111.
    
    Subject to any rights and restrictions for the time being attached to any class or classes of
Shares, the Board of Directors may from time to time declare dividends (including interim
dividends) and other distributions on Shares in issue and authorise payment of the same out of
the funds of the Company lawfully available therefor.
 112.
    
    The Board of Directors may, before recommending or declaring any dividend, set aside out of
the funds legally available for distribution such sums as it thinks proper as a reserve or
reserves that shall, in the sole and absolute discretion of the Board of Directors be
applicable for meeting contingencies, or for equalising dividends or for any other purpose to
which those funds may be properly applied and pending such application may, in the sole and
absolute discretion of the Board of Directors, either be employed in the business of the
Company or be invested in such investments
(other than Shares) as the Board of Directors may from time to time think fit.
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113.
    
    Any dividend may be paid by cheque sent through the post (or sent by any electronic or other
means of payment) to the registered address of the Shareholder or person entitled thereto, or
in the case of joint holders, to any one of such joint holders at his registered address or to
such person and such address as the Shareholder or person entitled, or such joint holders as
the case may be, may direct. Every such cheque or electronic payment shall be made payable to
the order of the person to whom it is sent or to the order of such other person as the
Shareholder or person entitled, or such joint holders as the case may be, may direct.
 114.
    
    The Board of Directors when paying dividends to the Shareholders in accordance with the
provisions of these Articles may make such payment either in cash or in specie.
 115.
    
    If several persons are registered as joint holders of any Share, any of them may give
effectual receipts for any dividend or other moneys payable on or in respect of the Share.
  ACCOUNTS AND AUDIT
 117.
    
    The books of account relating to the Companys affairs shall be kept in such manner as may be
determined from time to time by the Board of Directors.
 118.
    
    The books of account shall be kept at the registered office of the Company, or at such other
place or places as the Board of Directors may think fit, and shall always be open to the
inspection of the Board of Directors.
 119.
    
    The Board of Directors shall from time to time determine whether and to what extent and at
what times and places and under what conditions or regulations the accounts and books of the
Company or any of them shall be open to the inspection of Shareholders not being Directors,
and no Shareholder (not being a Director) shall have any right of inspecting any account or
book or document of the Company except as conferred by law or authorised by the Board of
Directors.
 120.
    
    Subject to applicable law and the rules of any Exchange on which Shares are listed or traded,
the accounts relating to the Companys affairs shall only be audited if the Board of Directors
so determines, in which case the financial year end and the accounting principles shall be
determined by the Board of Directors.
 CAPITALISATION OF PROFITS
 121.
    
    Subject to applicable law, the Board of Directors may:
 (a)
    
    resolve to capitalise an amount standing to the credit of reserves (including a
Share premium account, capital redemption reserve and profit and loss account), whether
or not available for distribution;
 (b)
    
    appropriate the sum resolved to be capitalised to the Shareholders in
proportion to the nominal amount of Shares held by them respectively and apply that sum
on their behalf in or towards paying up in full unissued Shares or debentures of a
nominal amount equal to that sum, and allot the Shares or debentures, credited as fully
paid, to the Shareholders (or as the Board of Directors may direct) in those
proportions, or partly in one way and partly in the other, but the Share premium
account, the capital redemption reserve and profits that are not available for
distribution may, for the purposes of this Article 121, only be applied in paying up
unissued Shares to be allotted to Shareholders credited as fully paid;
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(c)
    
    make any arrangements it thinks fit to resolve a difficulty arising in the
distribution of a capitalised reserve and in particular, without limitation, where
Shares or debentures become distributable in fractions the Board of Directors may deal
with the fractions as it thinks fit;
 (d)
    
    authorise a person to enter (on behalf of all the Shareholders concerned) into
an agreement with the Company providing for the allotment to the Shareholders
respectively, credited as fully paid, of Shares or debentures to which they may be
entitled on the capitalisation and any such agreement made under this authority being
effective and binding on all those Shareholders; and(e)
    
    generally do all acts and things required to give effect to the resolution.
 SHARE PREMIUM ACCOUNT
 122.
    
    The Board of Directors shall, in accordance with Section 34 of the Companies Law, establish a
Share premium account and shall carry to the credit of such account from time to time a sum
equal to the amount or value of the premium paid on the issue of any Share.
 123.
    
    There shall be debited to any Share premium account on the redemption or purchase of a Share
the difference between the nominal value of such Share and the redemption or purchase price;
provided always that at the discretion of the Board of Directors such sum may be paid
out of the profits of the Company or, if permitted by Section 37 of the Companies Law, out of
capital.
 NOTICES
 124.
    
    Any notice or document may be served by the Company or by the person entitled to give notice
to any Shareholder either personally, by facsimile, email or other electronic means or by
sending it through the post in a prepaid letter or via a recognised courier service, fees
prepaid, addressed to the Shareholder at his address as appearing in the Register of Members.
In the case of joint holders of a Share, all notices shall be given to that one of the joint
holders whose name stands first in the Register of Members in respect of the joint holding,
and notice so given shall be sufficient notice to all the joint holders.
 125.
    
    Any Shareholder present, either personally or by proxy, at any meeting of the Company shall
for all purposes be deemed to have received due notice of such meeting and, where requisite,
of the purposes for which such meeting was convened.
 126.
    
    Any notice or other document, if served by (a) post, shall be deemed to have been served five
(5) days after the time when the letter containing the same is posted, or, (b) facsimile,
email or other electronic means shall be deemed to have been served upon production of a
report confirming transmission to the recipient or (c) recognised courier service, shall be
deemed to have been served 48 hours after the time when the letter containing the same is
delivered to the courier service. In proving service by post or courier service it shall be
sufficient to prove that the letter containing the notice or documents was properly addressed
and duly posted or delivered to the courier service.
 127.
    
    Any notice or document delivered or sent by post to or left at the registered address of any
Shareholder in accordance with the terms of these Articles shall notwithstanding that such
Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death
or bankruptcy, be deemed to have been duly served in respect of any Share registered in the
name of such Shareholder as sole or joint holder, unless his name shall at the time of the
service of the notice or document, have been removed from the Register of Members as the
holder of the Share, and such service shall for all purposes be deemed a sufficient service of
such notice or document on all persons interested (whether jointly with or as claiming through
or under him) in the Share.
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128.
    
    Notice of every general meeting of the Company shall be given to:
 (a)
    
    all Shareholders holding Shares with the right to receive notice and who have
supplied to the Company an address for the giving of notices to them; and
 (b)
    
    every person entitled to a Share in consequence of the death or bankruptcy of a
Shareholder, who but for his death or bankruptcy would be entitled to receive notice of
the meeting.
  INDEMNITY; EXCULPATION
 129.
    
    The Company shall indemnify, except in respect of wilful default or fraud, to the full extent
now or hereafter permitted by law, any person (including his heirs, executors and
administrators) who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in the right of the Company), by
reason of his acting as, or having in the past acted as, a Director, or officer, or is or was
acting for, on behalf of or at the request of, the Company as a director, officer employee or
agent of another company, partnership, joint venture, trust or other enterprise, or in a
fiduciary or other capacity with respect to any employee benefit plan maintained by the
company) against any expense (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person (or his heirs, executors and
administrators) in respect thereof. The Company shall advance the expenses of defending any
such action, suit or proceeding (including appeals) in accordance with and to the full extent
now or hereafter permitted by law. Without limiting the generality or the effect of the
foregoing, the Company may enter into one or more agreements with any person that provide for
indemnification greater or different than that provided in this Article 129. Any amendment or
repeal of this Article 129 shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal.
 130.
    
    The Board of Directors may, notwithstanding any interest of the Directors in such action,
authorize the Company to purchase and maintain insurance on behalf of any person described in
Article 129 against any liability asserted against him and incurred by such person in any such
capacity, or arising out of such persons status as such, whether or not the Company would
have the power to indemnify such person against such liability under the provisions of these
Articles.
 131.
    
    The provisions of these Articles shall be applicable to all actions, claims, suits or
proceedings made or commenced after the adoption of these Articles, whether arising from acts
or omissions to act occurring before or after such adoption. The provisions of these Articles
shall be deemed to be a contract between the Company and each person described in Article 129
who serves in such capacity at any time while these Articles and the relevant provisions of
the law, if any, are in effect, and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state of facts or any action, suit or
proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought
or threatened based in whole or in part on any such state of facts.
 132.
    
    If any provision of these Articles shall be found to be invalid or limited in application by
reason of any law or regulation, it shall not affect any other application of such provision
or the validity of the remaining provisions of these Articles. The rights of indemnification
and advancement of expenses provided in these Articles shall neither be exclusive of, nor be
deemed in limitation of, any rights to which any such person described in Article 129 may
otherwise be entitled or permitted by contract, Ordinary Resolution, action of the Board of
Directors or otherwise, or as a matter of law, both as to actions in his official capacity and
actions in any other capacity while holding such office, it being the policy of the Company
that indemnification of the specified individuals, except in respect of wilful default or
fraud, shall be made to the fullest extent permitted by law.
 133.
    
    A Director shall not be personally liable to the Company or its Shareholders for monetary
damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of
the Directors duty of
loyalty to the Company or its Shareholders, (b) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, or (c) for any
transaction from which the Director derived an improper personal benefit. Any amendment or
repeal of this Article 133 shall not adversely affect any right or protection of a Director
existing immediately prior to such amendment or repeal. The liability of a director shall
be further eliminated or limited to the full extent permitted by applicable law, as it may
hereafter be amended.
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INDEMNITY FROM TAX LIABILITY RESULTING FROM ACTS OF SHAREHOLDERS
 134.
    
    Whenever any law for the time being of any country, state or place imposes or purports to
impose any immediate or future or possible liability upon the Company to make any payment or
empowers any government or taxing authority or government official to require the Company to
make any payment in respect of any Shares registered in the Register of Members as held either
jointly or solely by any Shareholder or in respect of any dividends, bonuses or other monies
due or payable or accruing due or that may become due or payable to such Shareholder by the
Company on or in respect of any Shares registered as aforesaid or for or on account of in
respect of any Shareholder and whether in consequence of (a) the death of such Shareholder,
(b) the non-payment of any income tax or other tax by such Shareholder, (c) the non-payment of
any estate, probate, succession, death, stamp, or other duty by the executor or administrator
of such Shareholder or by or out of his estate, or (d) any other act or thing, in every such
case (except to the extent that the rights conferred upon holders of any class of Shares
render the Company liable to make additional payments in respect of sums withheld on account
of the foregoing):
 (a)
    
    the Company shall be fully indemnified by such Shareholder or his executor or
administrator from all liability;
 (b)
    
    the Company shall have a lien upon all dividends and other monies payable in
respect of the Shares registered in the Register of Members as held either jointly or
solely by such Shareholder for all monies paid or payable by the Company in respect of
such Shares or in respect of any dividends or other monies as aforesaid thereon or for
or on account or in respect of such Shareholder under or in consequence of any such law
together with interest thereon (at a rate not exceeding that permissible under
applicable law) from the date of payment to the date of repayment and may deduct or set
off against such dividends or other monies payable as aforesaid any monies paid or
payable by the Company as aforesaid together with interest as aforesaid;
 (c)
    
    the Company may recover as a debt due from such Shareholder, or his executor or
administrator wherever constituted, any monies paid by the Company under or in
consequence of any such law and interest thereon at the rate and for the period
aforesaid in excess of any dividends or other monies as aforesaid then due or payable
by the Company; and
 (d)
    
    the Company may, if any such money is paid or payable by it under any such law
as aforesaid, refuse to register a transfer of any shares by any such Shareholder or
his executor or administrator until such money and interest as aforesaid is set off or
deducted as aforesaid, or in case the same exceeds the amount of any such dividends or
other monies as aforesaid then due or payable by the Company, until such excess is paid
to the Company.
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CERTAIN SUBSIDIARIES
 135.
    
    Notwithstanding any other provision of these Articles to the contrary, if the Company is
required or entitled to vote at a general meeting of any direct subsidiary of the Company that
is organized under the laws of a jurisdiction outside the United States of America, the Board
of Directors shall refer the subject matter of the vote to the Shareholders of the Company at
a general meeting (subject to Article 20) and seek authority from the Shareholders for the
Companys corporate representative or proxy to vote in favour of the resolution proposed by
the subsidiary, unless the subsidiary is or has elected to be disregarded from its owner for
United States federal income tax purposes and does not own, directly or indirectly, any
subsidiary organized under the laws of a jurisdiction outside the United States of America
that is treated as a corporation for United States federal income tax purposes (each such
non-United States subsidiary that is not disregarded, or that is disregarded but owns,
directly or indirectly, a non-United States subsidiary that is treated as a corporation for
such purposes, a Non-U.S. Regarded Subsidiary). The Board of Directors shall cause the
Companys corporate representative or proxy to vote the Companys shares in the Non-U.S.
Regarded Subsidiary pro rata to the votes received at the general meeting of the Company, with
votes for or against the directing resolution being taken, respectively, as an instruction for
the Companys corporate representative or proxy to vote the appropriate proportion of its
 shares for and the appropriate proportion of its shares against the resolution proposed by the
Non-U.S. Regarded Subsidiary; provided, however, that the foregoing shall not apply to any
subject matter regarding a U.S. indirect subsidiary of the Company that is required to be
voted on by a Non-U.S. Regarded Subsidiary of the Company as the shareholder of such U.S.
subsidiary, and shall apply to a vote of the Company as shareholder of a disregarded
subsidiary that directly or indirectly owns non-United States subsidiaries treated as
corporations for United States federal income tax purposes only if the subject matter of such
vote pertains to such non-United States subsidiaries treated corporations.
 136.
    
    Nothwithstanding Article 135, the Board of Directors in its sole and absolute discretion
shall require that the Bye-laws or Articles of Association, or similar organizational
documents, of each Non-U.S. Regarded Subsidiary, whether currently in existence or organized
following the date hereof, shall contain provisions substantially similar to Articles 135 and
136. The Company shall enter into agreements with each such Non-U.S. Regarded Subsidiary, as
reasonably necessary, to effectuate or implement this Article 136.
 NON-RECOGNITION OF TRUSTS
 137.
    
    No person shall be recognised by the Company as holding any Share upon any trust and the
Company shall not, unless required by law, be bound by or be compelled in any way to recognise
(even when having notice thereof) any equitable, contingent or future interest in any of its
Shares or any other rights in respect thereof except an absolute right to the entirety thereof
in each Shareholder registered in the Register of Members.
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WINDING UP
 138.
    
    In the event of any liquidation, dissolution or winding up, holders of Common Shares shall be
entitled to receive distributions in proportion to the number of Common Shares held by such
holder, without regard to class.
 139.
    
    If the Company shall be wound up the liquidator may, subject to the preferences and
priorities of the shares issued in the capital of the Company, with the sanction of an
Ordinary Resolution of the Company divide amongst the Shareholders in specie or kind the whole
or any part of the assets of the Company (whether such assets shall consist of property of the
same kind or not) and may, for such purpose set such value as he deems fair upon any property
to be divided as aforesaid and may determine how such division shall be carried out as between
the Shareholders or different classes of Shares. The liquidator may, with the like sanction,
vest the whole or any part of such assets in trustees upon such trusts for the benefit of the
contributories as the liquidator, with the like sanction, shall think fit, but so that no
Shareholder shall be compelled to accept any Shares or other securities whereon there is any
liability.
 
 AMENDMENT OF ARTICLES OF ASSOCIATION
 140.
    
    Subject to the Companies Law and the rights attaching to the various classes of Shares, the
Company may at any time and from time to time by Special Resolution alter or amend these
Articles in whole or in part.
 REGISTRATION BY WAY OF CONTINUATION
 141.
    
    The Company may by Special Resolution resolve to be registered by way of continuation in a
jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to
this Article 141, the Board of Directors may cause an application to be made to the Registrar
of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in
which it is for the time being incorporated, registered or existing and may cause all such
further steps as it considers appropriate to be taken to effect the transfer by way of
continuation of the Company.
  29