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Exhibit 4.17  


 
 

ARTICLES OF INCORPORATION    
    
    OF    
    
    MCBC INTERNATIONAL HOLDCO, INC.    
    
    (a Colorado corporation)    
    


        The undersigned natural person, being more than eighteen years of age, hereby establishes a corporation pursuant to the statutes of Colorado and adopts the
following Articles of Incorporation: 


 
 

ARTICLE I
  NAME    
    


        The name of the corporation is MCBC International Holdco, Inc. (the "Corporation"). 


 
 

ARTICLE II
  DURATION    
    


        The Corporation shall have perpetual existence. 


 
 

ARTICLE III
  PURPOSES AND POWERS    
    


        A.    The
Corporation is organized for the purposes of engaging in any lawful acts or activities for which corporations may be organized under the laws of the State of
Colorado. 


        B.    Without
limitation and in furtherance of the purposes set forth above, the Corporation shall have and may exercise any and all of the rights, powers and privileges now or
hereafter conferred upon corporations organized under and pursuant to the laws of the State of Colorado, including the following powers: 



        1.     To
acquire by purchase, exchange, lease, or otherwise, and to hold, mortgage, pledge, hypothecate, exchange, sell, invest in and dispose of, alone, or in syndicates, or
otherwise in conjunction with others, real and personal property of every kind and character, of whatsoever nature and wheresoever situated, and any interests therein. 


        2.     To
acquire by purchase, exchange, or otherwise, all or any part of, or interests in, the properties, assets, business, goodwill of any one or more persons, firms,
associations, or corporations heretofore or hereafter engaged in any business for which corporations may now or hereafter be organized under the laws of the State of Colorado. 



        3.     To
borrow or raise money without limit as to amounts; contract for, perform, and provide for the performance of services in any nature which a corporation may lawfully
perform; to act as a dealer for the sale of, to enter into underwriting agreements with respect to, to grant options with respect to, and to contract for the disposition of, or otherwise dispose of,
the Corporation's stocks, bonds, and other securities. 


        4.     To
invest and deal with the funds of the Corporation in any manner, and to acquire by purchase or otherwise the stocks, bonds, notes, debentures and other securities and
obligations of any corporation, association, partnership or government, and while the owner of any such securities or obligations, to exercise all the rights, powers and privileges of ownership,
including, among other things, the right to vote thereon for any and all purposes. 



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        5.     To
indemnify officers, directors, and others, in the discretion of the Board of Directors of the Corporation (the "Board of
Directors"), to the fullest extent authorized by the Colorado Business Corporation Act (the "Act"). 


        6.     To
limit or eliminate the personal liability of directors to the fullest extent allowed by the Act. 


        7.     To
do everything necessary, proper, advisable, or convenient for the accomplishment of the Corporation's purposes and all other things incidental thereto or connected
therewith so long as the same shall not be prohibited by law or by these Articles of Incorporation. 



 
 

ARTICLE IV
  CAPITAL STOCK    
    


        A.    Authorized Capital.    The aggregate number of shares that the Corporation shall have authority to issue is
100,000 shares of common stock (the "Common Stock") and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the
shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on
voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to Article V, Section E, and the
rights of any shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution. 


        B.    Voting.    Each shareholder of Common Stock of record shall be entitled to vote and shall have one vote for each
share of Common Stock outstanding in such shareholder's name on the books and records of the Corporation, except that in the election of directors such shareholder shall have the right to vote
such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. Except as otherwise
provided in the laws of the State of Colorado, the holders of preferred stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the
Corporation. 


 
 

ARTICLE V
  DESIGNATION OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
  OF THE CORPORATION'S SERIES A PREFERRED STOCK    
    



        A.    Designation and Number of Shares.    The designation of the series of preferred stock authorized hereby shall be
Series A Preferred Stock (the "Series A Preferred Stock"). The maximum number of shares of Series A Preferred Stock shall be
10,000,000,000 shares. Except as otherwise provided in these Articles of Incorporation or as otherwise required by applicable law, all shares of Series A Preferred Stock shall be identical in
all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same, qualifications, limitations and restrictions. 



        B.    Definitions.    With respect to the Series A Preferred Stock, the following terms shall have the meanings
ascribed to them below: 



        1.     "Redemption Amount" in respect of each share of Series A Preferred Stock means U.S. $100.00. 


        2.     "Redemption Date" means in respect of each share of Series A Preferred Stock, the date that is five
(5) years from the date of issuance of such share of Series A Preferred Stock. 



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        3.     "Redemption Price" in respect of each share of Series A Preferred Stock means the Redemption Amount together with
accrued and unpaid dividends up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be. 




        C.    Dividends.    



        1.     The
holders of the Series A Preferred Stock shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors out
of the moneys of the Corporation properly applicable to the payment of dividends, cumulative preferential dividends at a rate per share of five percent (5%) of the Redemption Amount per annum. 



        2.     Payment
of dividends (less any tax required to be withheld by the Corporation) shall, subject as hereinafter provided, be made by check of the Corporation payable at par
at any branch in the United States of the Corporation's bankers or in such other manner as the payee may approve. Dividends which are represented by a check which has not been presented to the
Corporation's bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Corporation. 


        3.     Except
with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared
and set aside for payment, on the Common Stock or any other shares of the Corporation ranking junior to the Series A Preferred Stock, in any year, unless accrued and unpaid dividends as
provided for above have been declared on the Series A Preferred Stock and the full amount of such dividends on the Series A Preferred Stock then issued and outstanding shall have been
paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Stock or other shares of the Corporation ranking junior to the Series A Preferred
Stock. 


        4.     The
holders of the Series A Preferred Stock shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for. 




        D.    No Voting Rights.    Except as otherwise provided in the Act, the holders of the Series A Preferred Stock
shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation. 


        E.    Liquidation, Dissolution or Winding-up.    In the event of the liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of
winding up its affairs, the holders of the Series A Preferred Stock shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the
Corporation among the holders of the Common Stock and any other shares of the Corporation ranking junior to the Series A Preferred Stock, an amount equal to the Redemption Price. After payment
to the holders of the Series A Preferred Stock of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Stock shall not be entitled to share it
any further distribution of the property or assets of the Corporation. 


        F.    Mandatory Redemption.    The Corporation shall, on each Redemption Date with respect to Series A
Preferred Stock, redeem all Series A Preferred Stock required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price on presentation and surrender of the
certificate(s) for the Series A Preferred Stock to be so redeemed at the registered office of the Corporation. The certificate(s) for such Series A Preferred Stock shall thereupon be
cancelled and the Series A Preferred Stock represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Series A Preferred Stock to be redeemed
shall be made, at the option of the Corporation, (i) by delivery to such holder of a check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or
(ii) by wire transfer by the Corporation to the 


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holder
of the Series A Preferred Stock. From and after the Redemption Date, such Series A Preferred Stock shall cease to be entitled to dividends and the holder thereof shall not be
entitled to exercise any of the rights of holders of Series A Preferred Stock in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case
the rights of the holder of the Series A Preferred Stock shall remain unaffected until payment in full of the Redemption Price. 



        G.    Partial Redemption.    If fewer than all Series A Preferred Stock represented by a certificate are
redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series A Preferred Stock which have not been redeemed. 


        H.    Restriction on Dividends and Other Distributions.    Except with the consent in writing of the holders of all
the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or
in respect of the Common Stock, or any other shares of the Corporation ranking junior to the Series A Preferred Stock, if the payment or setting aside for payment of such dividend or the making
of such distribution would impair the ability of the Corporation to redeem any Series A Preferred Stock pursuant to Paragraph F of this Article Fifth. 


        I.    Replacement.    Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the
loss, theft, destruction or mutilation of any certificate evidencing shares of Series A Preferred Stock (including fractional shares), and in the case of any such loss, theft or destruction,
upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and
deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the
date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends
have been fully paid on such lost, stolen, destroyed or mutilated certificate. 


        J.    Amendment and Waiver.    No amendment, modification or waiver of any provision hereof shall be binding or
effective without the prior written consent of the holders of a majority of the Series A Preferred Stock outstanding at the time such action is taken. 


        K.    Notices.    Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing
and shall be delivered by (1) registered or certified mail, return receipt requested and postage prepaid, (2) by reputable overnight courier service, charges prepaid, or (3) via
electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any shareholder, at such
holder's address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder). 



        L.    Restrictions on Transfer.    The Corporation may, in its Bylaws (the
"Bylaws") or otherwise, impose restrictions on the transfer of its shares. 


 
 

ARTICLE VI
  INITIAL REGISTERED OFFICE AND AGENT    
    


        The address of the initial registered office of the Corporation in the State of Colorado is 1560 Broadway, Suite 2090, Denver, CO 80202, and the name of the
Corporation's initial registered agent at that address is Corporation Service Company. 


 
 

ARTICLE VII
  PRINCIPAL OFFICE    
    


        The address of the initial principal office of the Corporation is 1225 17th Street, Suite 3200, Denver, Colorado, 80202. 


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ARTICLE VIII
  DIRECTORS    
    


        The affairs of the Corporation shall be governed by the Board of Directors, which shall consist of not less than three (3) directors. The number of
directors and the method by which they shall be elected shall be in accordance with the Bylaws of the Corporation. 


 
 

ARTICLE IX
  INDEMNIFICATION    
    


        The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the
Corporation against any claim, liability or expense arising against or incurred by such person made party to a proceeding because such person is or was a director, officer, agent, fiduciary or
employee of the Corporation or because such person is or was serving another entity or employee benefit plan as a director, officer, partner, trustee, employee, fiduciary or agent at the Corporation's
request. The Corporation shall further have the authority, to the maximum extent permitted by law, to purchase and maintain insurance providing such indemnification. 


 
 

ARTICLE X
  BYLAWS    
    


        The initial Bylaws of the Corporation shall be adopted by its Board of Directors, in which also shall be vested the power to alter, amend or repeal the Bylaws and
to adopt new Bylaws. 


 
 

ARTICLE XI
  INCORPORATOR    
    


        The name and the mailing address of the sole incorporator are as follows: 



	 	 	E. Lee Reichert, Esq.

Kamlet Shepherd & Reichert, LLP

1515 Arapahoe, Tower 1, Suite 1600

Denver, CO 80202





        IN WITNESS WHEREOF, these Articles of Incorporation have been subscribed as of this 21st day of March, 2007, by the
undersigned who affirms that the statements made herein are true and correct. 



	 	 	/s/  E. LEE REICHERT      
E. LEE REICHERT

Sole Incorporator




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ARTICLES OF AMENDMENT
  TO
  ARTICLES OF INCORPORATION
  OF
  MCBC INTERNATIONAL HOLDCO, INC.    
    



        Pursuant to § 7-110-106 and part 3 of Article 90 of Title 7, Colorado Revised Statutes, these Articles of
Amendment to Articles of Incorporation are delivered to the Colorado Secretary of State for filing. 


        1.     The
name of the Corporation is MCBC International Holdco, Inc. (the "Corporation"). The Corporation's original
Articles of Incorporation were filed with the Colorado Secretary of State on March 21, 2007 (the "Articles of Incorporation"). 



        2.     These
Articles of Amendment to Articles of Incorporation (these "Articles of Amendment") were duly adopted by the Board of
Directors and the sole shareholder of the Corporation by written consent in accordance with the Colorado Business Corporation Act and the Bylaws of the Corporation. 


        3.     These
Articles of Amendment hereby amend and restate subsection A of Article IV of the Articles of Incorporation of the Corporation to read as follows: 


"A.    Authorized Capital.    The aggregate number of shares that the Corporation shall have authority to issue is 3,000,000,000
shares of common stock (the "Common Stock") and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in
the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights
and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to Article V, Section E, and the rights of any
shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution." 



        4.     In
accordance with the provisions of the Colorado Business Corporation Act, these Articles of Amendment shall become effective upon their filing. 


        5.     The
name and mailing address of the individual who caused this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of
this document is refused, is E. Lee Reichert, Esq., c/o Kamlet Shepherd & Reichert, LLP, 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado 80202. 











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ARTICLES OF INCORPORATION OF MCBC INTERNATIONAL HOLDCO, INC. (a Colorado corporation)

ARTICLE I NAME

ARTICLE II DURATION

ARTICLE III PURPOSES AND POWERS

ARTICLE IV CAPITAL STOCK

ARTICLE V DESIGNATION OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE CORPORATION'S SERIES A PREFERRED STOCK

ARTICLE VI INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII PRINCIPAL OFFICE

ARTICLE VIII DIRECTORS

ARTICLE IX INDEMNIFICATION

ARTICLE X BYLAWS

ARTICLE XI INCORPORATOR


ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF MCBC INTERNATIONAL HOLDCO, INC.