Corporate Articles of Association

CORPORATE ARTICLES OF ASSOCIATION

Client Name:

WHEREAS

WHEREAS the incorporator(s) desire to form a corporation pursuant to the applicable corporate statute and to set forth the fundamental rules and regulations governing the corporation;

WHEREAS the incorporator(s) intend that these Articles of Association shall constitute the charter of the corporation and shall establish the rights, duties and liabilities of the corporation, its members, and its directors;

WHEREAS these Articles are adopted to provide for the management, capital structure and governance of the corporation, and to set forth procedures for amendment, dissolution and other corporate actions.

1. REGISTERED OFFICE AND REGISTERED AGENT

2. OBJECTS AND PURPOSE

The purpose of the corporation shall be to engage in any lawful business for which corporations may be incorporated under the governing corporate law specified herein, including, without limitation, the following primary objects:

3. DURATION

The duration of the corporation shall commence on the date of incorporation and shall continue until , unless sooner dissolved in accordance with law or these Articles.

4. AUTHORIZED SHARE CAPITAL

5. SHARE TRANSFER RESTRICTIONS

6. LIABILITY OF MEMBERS

The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them. Except as required by applicable law, no member shall be personally liable for any debts, obligations or liabilities of the corporation solely by reason of being a member.

7. DIRECTORS AND OFFICERS

Directors shall be elected by the shareholders at the annual meeting and shall hold office until their successors are duly elected and qualified. The board of directors shall have the authority to manage and direct the business and affairs of the corporation subject to these Articles and applicable law.

8. MEETINGS OF MEMBERS

An annual general meeting of the members shall be held each year at such time and place as determined by the board for the purpose of electing directors and transacting such other business as may properly come before the meeting. Special meetings may be called in accordance with the bylaws or applicable law. Notice requirements, quorum and voting procedures shall be as set forth in the bylaws unless otherwise specified by resolution of the board.

9. DIVIDENDS

Subject to applicable law and any preferences of any class of shares, dividends may be declared by the board of directors to be paid out of surplus or profits in such amounts and at such times as the board may determine. No dividend shall be declared or paid if doing so would render the corporation insolvent.

10. AMENDMENT OF ARTICLES

These Articles may be amended by the affirmative vote of the holders of not less than of the voting power of the issued and outstanding shares entitled to vote, or as otherwise required by applicable law. No amendment shall materially and adversely affect the rights of any class of shares without the consent of the holders of that class.

11. RECORDS AND FINANCIAL YEAR

The corporation shall maintain books and records in accordance with applicable law at its registered office or at such other place as the board may determine. Copies of the minutes, financial statements and other records shall be made available to members as required by law and these Articles.

12. DISSOLUTION

Upon dissolution or winding up of the corporation, the assets of the corporation shall be distributed in accordance with applicable law and any preferences or priorities accorded to any class of shares, after payment of all just debts and liabilities.

13. GOVERNING LAW

These Articles shall be governed by and construed in accordance with the laws of the jurisdiction in which the corporation is incorporated. The courts of that jurisdiction shall have exclusive jurisdiction to resolve disputes arising under these Articles.

14. ENTIRE AGREEMENT

These Articles, together with the bylaws duly adopted by the board, constitute the entire statement of the terms and conditions governing the corporation and supersede all prior agreements and understandings among the parties with respect to the subject matter hereof.

15. CERTIFICATION

The undersigned incorporator(s) hereby affirm under penalty of perjury that the statements contained in these Articles are true and correct to the best of their knowledge and belief and that they are authorized to execute this instrument on behalf of the corporation.

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