DENALI INVESTORS MASTER FUND, L.P.

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ARTICLES OF LIMITED PARTNERSHIP

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BVI_BTLG-241267-2

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ARTICLE 1 ORGANISATION................................................................................................ 1

1.01. Formation............................................................................................................... 1 1.02. Partnership Name................................................................................................... 1 1.03. Partnership Office .................................................................................................. 1 1.04. Term of the Partnership ......................................................................................... 2 1.05. Objects and Purposes ............................................................................................. 2 1.06. Partners .................................................................................................................. 4 1.07. Liability of Partners ............................................................................................... 4 1.08. Dissolution, Bankruptcy or Incapacity of Limited Partner.................................... 4

ARTICLE 2 DEFINITIONS ..................................................................................................... 4

2.01. Certain Definitions................................................................................................. 4

ARTICLE 3 GENERAL PARTNER ....................................................................................... 7

3.01. Management........................................................................................................... 7 3.02. Authority of General Partner ................................................................................. 7 3.03. Payment of Costs and Expenses ............................................................................ 9 3.04. Reliance by Third Parties....................................................................................... 9 3.05. Other Activities...................................................................................................... 9 3.06. Exculpation .......................................................................................................... 10 3.07. Indemnification .................................................................................................... 10

ARTICLE 4 CAPITAL ACCOUNTS .................................................................................... 11

4.01. Capital Contributions ........................................................................................... 11 4.02. Initial Capital Contributions ................................................................................ 12 4.03. Additional Capital Contributions......................................................................... 12 4.04. Capital Accounts.................................................................................................. 12 4.05. Opening Capital Balance ..................................................................................... 13 4.06. Closing Capital Balance....................................................................................... 14 4.07. Valuation of Assets .............................................................................................. 15 4.08. Determination by General Partner of Certain Matters......................................... 15 4.09. Distributions Generally........................................................................................ 16 4.10. New Issues Account............................................................................................. 16 4.11. Prior Fiscal Period Items...................................................................................... 16

ARTICLE 5 WITHDRAWALS.............................................................................................. 18

5.01. Withdrawal by Limited Partners.......................................................................... 18 5.02. General Partner Capital Account ......................................................................... 19

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5.03. Payment to Withdrawing Partner......................................................................... 19 5.04. Mandatory Withdrawal of Partners...................................................................... 19 5.05. Limitations on Withdrawals................................................................................. 19

ARTICLE 6 ASSIGNMENT OF LIMITED PARTNER’S INTEREST ............................ 20

6.01. Assignment .......................................................................................................... 20 6.02. Void Assignment ................................................................................................. 20 6.03. Substituted Limited Partner ................................................................................. 21 6.04. Effect of Assignment ........................................................................................... 21 6.05. Effect of Death, Etc.............................................................................................. 21

ARTICLE 7 BOOKS AND RECORDS ................................................................................. 22

7.01. Fiscal Year ........................................................................................................... 22 7.02. Books and Records .............................................................................................. 22 7.03. Financial Reports and Tax Returns...................................................................... 22 7.04. Bank Accounts and Custodian ............................................................................. 22 7.06. Tax Matters Partner.............................................................................................. 22 7.07. Tax Elections ....................................................................................................... 23

ARTICLE 8 TERMINATION ................................................................................................ 23

8.01. Termination.......................................................................................................... 23 8.02. Withdrawal of General Partner ............................................................................ 24 8.03. Removal of General Partner................................................................................. 24 8.04. Interest of Bankrupt General Partner ................................................................... 24 8.05. Liability of a Former General Partner.................................................................. 24 8.06. Procedure ............................................................................................................. 24 8.07. Return of Contribution Solely Out of Partnership Assets.................................... 24

ARTICLE 9 POWER OF ATTORNEY ................................................................................ 25

9.01. Power of Attorney................................................................................................ 25

ARTICLE 10 MISCELLANEOUS .......................................................................................... 25

10.01. Amendments to Articles of Limited Partnership ................................................. 25 10.02. Notices ................................................................................................................. 26 10.03. Entire Agreement ................................................................................................. 26 10.04. Severability .......................................................................................................... 26 10.05. Captions and Gender............................................................................................ 26 10.06. Governing Law .................................................................................................... 27 10.07. Successors and Assigns........................................................................................ 27 10.08. Additional Instruments......................................................................................... 27 10.09. Waiver of Right to Partition................................................................................. 27

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10.10. No Third Party Rights.......................................................................................... 27 10.11. Confidentiality ..................................................................................................... 27 10.12. Execution in Counterparts.................................................................................... 27

Denali Investors Master Fund, L.P.

ARTICLES OF LIMITED PARTNERSHIP

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Pursuant to the British Virgin Islands Partnership Act, 1996

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THESE ARTICLES OF LIMITED PARTNERSHIP (the “Articles”) are made on 20 August 2007 by and between Denali Investors GP, LLC, a Delaware limited liability company, as general partner (individually, a “General Partner,” or collectively with all other persons who may become additional general partners, the “General Partner”) and each and all of those persons whose names are subscribed hereto as limited partners (individually, a “Limited Partner” or collectively, the “Limited Partners”).

WHEREAS, the parties desire to form a limited partnership (the “Partnership”) in accordance with the provisions of the Partnership Act 1996 of the British Virgin Islands (the “Partnership Act”) for the purposes of acting as a professional fund in accordance with the provisions of the Mutual Funds Act, 1996 of the British Virgin Islands and upon the terms set out in these Articles;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1

ORGANISATION

1.01. Formation

The parties hereto hereby create and form Denali Investors Master Fund, L.P. pursuant to the Partnership Act and these Articles. The parties hereby agree to execute or cause to be executed all such documents, and to do or cause to be done all such filings and other acts, appropriate to comply with the applicable laws of any jurisdiction in which the Partnership conducts business.

1.02. Partnership Name

The business of the Partnership shall be conducted under the name Denali Investors Master Fund, L.P. or such other name or names as the General Partner shall determine from time to time and shall give due notice of such change to the Partners. Upon a change of name the General Partner shall cause a supplemental Memorandum of Limited Partnership evidencing the name change to be filed with the Registrar of Corporate Affairs in the British Virgin Islands.

1.03. Partnership Office

The principal business address of the Partnership shall be Nemours Chambers, PO Box 3170, Road Town, Tortola, British Virgin Islands, or at such location as the General Partner may hereafter designate by notice to the Partners. The registered office of the Partnership in the British Virgin Islands shall be at the offices of Ogier Fiduciary Services (BVI) Limited, Nemours Chambers, PO Box 3170, Road Town, Tortola, British Virgin Islands. The Registered Agent of the Partnership shall be Ogier Fiduciary Services (BVI) Limited, Nemours Chambers, PO Box 3170, Road Town, Tortola, British Virgin Islands.

1.04. Term of the Partnership

The term of the Partnership shall be perpetual, unless sooner terminated in accordance with the provisions of these Articles.

1.05. Objects and Purposes

The purpose of the Partnership shall be to seek capital appreciation over the long term. The Partnership shall seek to achieve its investment objectives by investing and trading, on margin or otherwise, in capital stock of U.S. or foreign corporations, executory contracts, liquidating trusts, preorganisation certificates and subscriptions, warrants, bonds, notes, debentures (whether subordinated, convertible or otherwise), rights, options, forward and equity derivatives, money market funds, commercial paper, bank debt, credit default swaps, recovery swaps, certificates of deposit, bankers' acceptances, trust receipts, obligations of the United States, or any State thereof, and instrumentalities of any of them, and any other obligations and instruments or evidences of indebtedness commonly referred to as securities of whatever kind or nature of any person, corporation, government or entity whatsoever, whether readily marketable or not, in rights and options relating thereto including forward and futures contracts (and options thereon) relating to stock indices or other indices, financial instruments, trade claims and commodities and commodity contracts, put and call options written by the Partnership or by others and derivative instruments (all such items being called herein a "Security" or "Securities"), to sell Securities short and cover such sales, and to lend funds or properties of the Partnership, either with or without security. In furtherance of the aforesaid objects and purposes, the Partnership shall have authority to do all things necessary or convenient for the accomplishment thereof, alone or with others, as principal or agent, for one or more series, including, without limiting the foregoing, the following:

(a) to purchase (for cash or on credit), sell (including short sales), invest, trade, hold, receive, mortgage, pledge, transfer, exchange, or otherwise acquire or dispose of or realise upon Securities, real estate and other property and investments of any and all kinds, and to grant options with respect to and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to all assets or property held or owned by the Partnership;

(b) to hold all or any part of the assets or funds of the Partnership in cash or cash equivalents;

(c) to borrow or obtain credit from time to time, including for the purpose of financing transactions in Securities or other investments, to secure the payment of any such indebtedness or credit by lien, pledge, conveyance or assignment in trust, of the whole or

any part of the assets of the Partnership, whether at the time owned or thereafter acquired, to enter into repurchase agreements and to buy, sell, pledge or otherwise dispose of any evidence of such indebtedness or obligation;

(d) to lend any of its assets or funds, including any Securities, either with or without security;

(e) to open, maintain and close accounts, including so-called “new issue,” margin and discretionary accounts, with brokers and/or dealers, and to pay commissions, fees and other charges applicable to transactions in all such accounts including to utilise brokerage accounts to obtain other services and benefits for the Partnership or the General Partner;

(f) to open, maintain and close bank accounts and draw checks and other orders for the payment of money;

(g) to engage accountants, custodians, attorneys, investment advisers, administrators, and any and all other agents and assistants, both professional and nonprofessional, and to compensate them for such services;

(h) to acquire a long position or a short position or both with respect to any Securities and to make purchases or sales increasing, decreasing or liquidating any such position or changing from a long position to a short position, or from a short position to a long position, without any limitation as to the frequency of the fluctuation in such positions or as to the frequency of the changes in the nature of such positions;

(i) to file statements and forms under the proxy rules, the United States Williams Act, the United States Hart-Scott-Rodino Act, the United States Securities Exchange Act of 1934, the United States Commodity Exchange Act and other applicable regulatory laws and make any appropriate elections or seek exemptions therefrom;

(j) to file all forms and documents, or take such other action as may be necessary or appropriate, with state, federal or foreign governments, agencies or self-regulatory organisations, to register for sale interests in the Partnership, or to qualify for exemptions therefrom, or to register as a broker or dealer with such governments or organisations;

(k) to sue, prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment in respect of claims against the Partnership and to execute all documents and make all representations, admissions and waivers in connection therewith;

(l) to have and maintain one or more offices within or without the British Virgin Islands, and in connection therewith to rent, lease or purchase office space, facilities and equipment, to engage and pay personnel and do such other acts and things and incur such other expenses on its behalf as may be necessary or advisable in connection with the maintenance of such office or offices and the conduct of the business of the Partnership, provided always that the Partnership shall not undertake business with the public in the British Virgin Islands other than so far as may be necessary for the carrying on of the business of the Partnership exterior to the British Virgin Islands;

(m) to combine purchase or sale orders on behalf of the Partnership with orders for other accounts to whom the General Partner or any of its affiliates provides investment services and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts;

(n) to organise one or more corporations or other entities formed to hold record title, as nominee for the Partnership (whether alone or together with the other accounts managed by the General Partner or its affiliates), to Securities or other assets of the Partnership;

(o) to invest in other pooled investment vehicles or separately managed accounts, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle or account;

(p) to do any and all acts on behalf of the Partnership, and exercise all rights of the Partnership, with respect to its interest in any person, including, without limitation, the voting of Securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;

(q) to enter into, make and perform all other contracts, indemnifications, guarantees, agreements and undertakings of any kind as the General Partner may deem necessary, appropriate, advisable or incident to carrying out the foregoing objects and purposes of the Partnership; and

(r) to undertake all other business that is not prohibited under the Partnership Act or any law in force in the British Virgin Islands.

Notwithstanding the foregoing, the Partnership shall not carry on the activities set forth in subsections (1) and (2) of section 50 of the Partnership Act.

1.06. Partners

The names of all the Partners, their addresses, and the amounts of their respective contributions to the Partnership (herein called “Capital Contributions”) shall be maintained in the register of Partnership Interests located at the Partnership’s registered office in the British Virgin Islands.

1.07. Liability of Partners

(a) A Limited Partner, as such, will not be personally liable for any debt, liability, contract or other obligation of the Partnership. Unless otherwise provided in these Articles, he will not be required to lend any funds to the Partnership or, after his capital contribution is paid, to make any further Capital Contribution to the Partnership. In accordance with the Partnership Act, a Limited Partner may under certain circumstances be required to return to the Partnership, for the benefit of Partnership creditors, amounts previously distributed to him as a return of capital. In addition, the General Partners may require a Limited Partner to return to the Partnership amounts previously distributed to him to the extent of his share of any liabilities arising out of events occurring in any Valuation Period in

which he was a Partner (determined in accordance with his percentage ownership of Partnership Interests for such Valuation Period).

(b) The General Partner shall have no personal liability for the repayment of the Capital Contributions of any Limited Partner.

(c) No Limited Partner may take part in the management or control of the business of the Partnership, transact any business for the Partnership, or have any authority to sign for or bind the Partnership.

1.08. Dissolution, Bankruptcy or Incapacity of Limited Partner

If a Limited Partner is dissolved (solvent or insolvent), is adjudged incompetent or is declared bankrupt, its duly appointed and qualified legal representative shall succeed to its Partnership Interest upon furnishing to the General Partner satisfactory evidence of the representative’s appointment and authority, subject to the General Partner’s authority to require the representative to withdraw from the Partnership.

ARTICLE 2

DEFINITIONS

2.01. Certain Definitions

For purposes of these Articles, unless the context otherwise requires, the following terms shall have the following respective meanings:

(a) “Additional Capital Contribution” shall have the meaning set forth in Section 4.03 hereof.

(b) “Additional Limited Partners” means any person admitted to the Partnership as a Limited Partner on or after the effective date of these Articles pursuant to Section 4.03

(c) “Business Day” shall mean any day on which the banks in the British Virgin Islands are open for business;

(d) “Capital Account” shall have the meaning set forth in Section 4.04 hereof.

(e) “Capital Contributions” shall have the meaning set forth in Section 4.02.

(f) “Closing Capital Balance” shall have the meaning set forth in Section 4.06 hereof.

(g) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

(h) “ERISA” shall mean the United Stated Employee Retirement Income Security Act of 1974, as amended.

(i) “Event of Withdrawal” means, with respect to a General Partner, the cessation of its status as a Partner as a result of retirement, death, dissolution (solvent or insolvent), removal, bankruptcy, incapacity, complete withdrawal or any other reason, other than the dissolution of the Partnership, or any other event requiring the withdrawal of a General Partner under the Act.

(j) “Fiscal Year” shall have the meaning set out in Section 7.01 hereof.

(k) “General Partner” shall have the meaning set out in the introductory paragraph hereinabove. If at any time the Partnership has more than one General Partner, the term General Partner shall be interpreted to mean General Partners.

(l) “Limited Partner” or “Limited Partners” shall have the meaning set out in the introductory paragraph hereinabove.

(m) “Net Losses” shall, with respect to any Valuation Period, mean the excess, if any, of the sum of (i) Securities Losses, and (ii) Net Operating Losses, over the sum of (iii) Securities Gains, and (iv) Net Operating Profits, for such Valuation Period.

(n) “Net Operating Losses” shall, with respect to any Valuation Period, mean the excess, if any, of the expenses incurred during such Valuation Period by the Partnership (other than expenses incurred in the sale or purchase of Securities) over the aggregate income earned during such Valuation Period by the Partnership from all sources whatsoever (other than from the sale or purchase of Securities).

(o) “Net Operating Profits” shall, with respect to any Valuation Period, mean the excess, if any, of the aggregate income earned during such Valuation Period by the Partnership from all sources whatsoever (other than from the sale or purchase of Securities) over all expenses incurred during such Valuation Period by the Partnership (other than expenses incurred in the sale or purchase of Securities).

(p) “Net Profits” shall, with respect to any Valuation Period, mean the excess, if any, of the sum of (i) Securities Gains, and (ii) Net Operating Profits, over (iii) Securities Losses, and (iv) Net Operating Losses, for such Valuation Period.

(q) “Opening Capital Balance” shall have the meaning set forth in Sections 4.05 hereof.

(r) “Partners” shall mean collectively, the General Partner and Limited Partners, and unless the context otherwise requires, a “Partner” may mean any General Partner or Limited Partner.

(s) “Partnership” shall mean Denali Investors Master Fund, L.P.

(t) “Partnership Act” shall mean the Partnership Act 1996 of the British Virgin Islands.

(u) “Partnership Interests” shall mean the interests in the Partnership subscribed for by the Partners.

(v) “Person” shall mean any individual or entity including, without limitation, a corporate entity, and the heirs, executors, administrators, successors and assigns of such Person where the context so admits; and, unless the context otherwise requires, the singular shall include the plural and the masculine gender shall include the feminine and neuter genders, and vice-versa.

(w) “Representative” shall have the meaning set forth in Section 6.05 hereof.

(x) “Securities” shall have the meaning set forth in Section 1.05 hereof.

(y) “Securities Gains” with respect to any Valuation Period, shall mean the aggregate realised and unrealised increase during such Valuation Period in the value of Securities and other investments of the Partnership as determined pursuant to Section 4.08 hereof.

(z) “Securities Losses” with respect to any Valuation Period, shall mean the aggregate realised and unrealised decrease during such Valuation Period in the value of Securities and other investments of the Partnership as determined pursuant to Section 4.08 hereof.

(aa) “Substitute Partner” means a Person to whom a Partnership Interest has been assigned and who has been admitted to the Partnership as a General Partner (“Substitute General Partner”) or Limited Partner (“Substitute Limited Partner”) under these Articles.

(bb) “Valuation Period” means the last day of each calendar month or such other days as the General Partner may determine.

ARTICLE 3

GENERAL PARTNER

3.01. Management

The management and control of the Partnership shall be vested exclusively in the General Partner. The General Partner, in its sole discretion, may admit additional General Partners to the Partnership who shall have such powers of management and control as may be delegated to them by the General Partner from time to time. Notwithstanding the foregoing, the General Partner shall not without the unanimous consent of all the Limited Partners: (i) do any act in contravention of these Articles; (ii) do any act which would make it impossible to carry on the ordinary business of the Partnership; (iii) enter a judgment against the Partnership; (iv) possess Partnership property, or assign its rights in specific Partnership property, for other than a Partnership purpose; (v) continue the business with Partnership property on the death, retirement, bankruptcy or incapacity of a general partner, unless the right to do so is given in these Articles. Unless otherwise agreed between them, whenever there shall be more than one General Partner hereunder, all matters of final decision and control over all Partnership matters shall reside in Denali Investors GP, LLC. Except as set forth herein, the Limited Partners shall have no part in the management of the Partnership and shall have no authority to act on behalf of the Partnership in connection with any matter.

3.02. Authority of General Partner

Each General Partner shall have the power acting singly by and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.05 hereof, to perform all acts and enter into and perform all contracts and other undertakings which such General Partner may deem necessary or advisable or incidental thereto, and to have and possess the same rights and powers as any general partner of a limited partnership formed under the laws of the British Virgin Islands, including, without limitation, to:

(a) purchase, hold, sell, exchange, receive and otherwise acquire and dispose of the Securities and other assets of the Partnership;

(b) open, maintain and close accounts, including margin and custodial accounts, with brokers and prime brokers, which power shall include the authority to issue all instructions and authorisations, to brokers regarding Securities and/or funds therein;

(c) acquire and enter into any contract of insurance which such General Partner deems necessary or appropriate for the protection of the Partnership and the General Partner, for the conservation of Partnership assets, or for any purpose convenient or beneficial to the Partnership;

(d) open, maintain and close bank accounts and draw checks or other orders for the payment of monies;

(e) accept or reject any subscription for an interest in the Partnership for any reason and on such terms and conditions and at such times as the General Partner, in its sole discretion, shall determine, provided that such terms and conditions shall be subject to applicable laws and the terms and conditions set forth in these Articles.

(f) in furtherance of the foregoing, (i) admit Additional Limited Partners, subject to their meeting the admission requirements determined by the General Partner from time to time and (ii) enter into subscription agreements in connection therewith on such terms and conditions as determined by the General Partner;

(g) require a Limited Partner to withdraw all or a portion of its Capital Account;

(h) delegate any of its responsibilities and/or duties hereunder to other service providers, including without limitation, to any affiliates of the General Partner and to pay compensation therefore and to enter into agreements in connection therewith, which agreements may provide for indemnifications and exculpations of such service providers as deemed appropriate by the General Partner, and terminate such service providers in its sole discretion;

(i) pay all expenses of the Partnership, including in relation to its organisation and to disburse payments to parties in connection with withdrawals from the Partnership;

(j) authorise any member, officer or other agent of the General Partner or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing;

(k) do any and all acts required of the Partnership, and exercise all rights of the Partnership, with respect to its interest in any corporation or other entity;

(l) make such elections under the Code and other relevant tax laws as to the treatment of items of Partnership income, gain, loss, deduction and credit, and as to all other relevant matters, as may be provided herein or as the General Partner deems necessary or appropriate, including, without limitation, elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalised or treated as current expenses, and selection of the method of accounting and bookkeeping procedures to be used the Partnership,

(m) create any class of interests within each series, which classes shall form part of such series sharing in the assets and liabilities of such series, having such relative rights, powers and duties as may from time to time be established by the General Partner, so long as such relative rights, powers and duties do not adversely affect any of the rights, powers, and duties of any Limited Partners who are Partners at the time of the creation of such class, and to amend, without the consent of any of the Limited Partners, the terms and provisions of these Articles to reflect such relative rights, powers and duties as are applicable to such series which has been created pursuant to this Section 3.02(m);

(n) appoint functionaries to advice the Partnership, including but limited to, the appointment of Denali Investors, LLC as the Partnership’s investment manager; and

(o) act for and on behalf of the Partnership in all matters incidental to the foregoing.

The General Partner may delegate to any person all or any of their authority hereunder and may appoint, employ, contract or otherwise deal with any person not being a Limited Partner for the transaction of the business of the Partnership.

3.03. Payment of Costs and Expenses

(a) The General Partner may on behalf of the Partnership incur any and all obligations, and expend any sums and take any actions deemed by it to be necessary to conduct the Partnership’s operations or to protect its assets, including selecting and engaging attorneys, accountants, securities brokers or such other persons on such terms and for such compensation as the General Partner may deem necessary or advisable and incurring such other capital, operating, financing or other expenses on behalf of the Partnership as the General Partner may, in its discretion, deem necessary or appropriate for the conduct of Partnership affairs.

(b) The General Partner will pay on behalf of the Partnership all expenses incurred in the organisation of the Partnership. The Partnership will reimburse the General Partner for such expenses from time to time. Such expenses may be amortised by the Partnership over a period of up to sixty (60) months, as determined by the General Partner. In the event the Partnership amortises such expenses and terminates its operations before such expenses are fully amortised, the unamortised portion of such fees shall be accelerated and will be debited against the Partnership’s net asset value, thereby decreasing amounts otherwise available for distribution to Partners.

(c) The Partnership will pay, whether directly or through reimbursement of the General Partner, all other expenses incurred in connection with its operation, issuance of Partnership interests (including all expenses described in Section 3.03(a) hereof), and investment activities, or any other expense incurred with respect to Partnership activities, including without limitation, investment expenses (including, but not limited to, the fees and expenses charged by pooled investment vehicles and managed accounts in which the Partnership invests, custodial fees, initial and variation margin, interest and commitment fees on debit balances or borrowings, and consulting, advisory, investment banking and other professional fees relating to particular investments or contemplated investments), legal expenses, audit and tax preparation expenses, accounting fees, fees and expenses of an administrator, organisational expenses, fees and expenses for risk management services, insurance expenses including costs of any liability insurance obtained on behalf of the Partnership, regulatory expenses (including filing and license fees), any issue or transfer taxes chargeable in connection with any securities transactions, any entity level taxes and fees, costs of reporting and providing information to Partners, costs of litigation or investigation involving Partnership activities, and any extraordinary expenses.

3.04. Reliance by Third Parties

Persons dealing with the Partnership are entitled to rely conclusively upon the certificate of a General Partner to the effect that such General Partner or any General Partner is then acting as a General Partner and upon the power and authority as herein set forth. Nothing herein contained shall impose any obligation on any brokerage firm, transfer agent, registrar, bank, lessor, lessee, mortgagee, grantee or other person or firm doing business with the Partnership to inquire as to whether or not written approval of the Limited Partners or assignees of Limited Partners has been obtained, and any stock power, lease, mortgage, deed, contract or other instrument executed by the General Partner, or any General Partner as herein authorised, shall be valid, sufficient and binding.

3.05. Other Activities

The General Partner will devote such of its time during normal Business Days and hours as in its discretion shall be deemed necessary and sufficient for the management of the affairs of the Partnership. The General Partner and any member thereof and any principal, member, affiliate or employee of the General Partner or any member, shall not be precluded from (i) engaging, presently or in the future, consistent with the foregoing, and without accountability to the Partnership, in any other business venture or ventures of any nature and description including, without limitation, the management, financing, syndication or development of other ventures similar to the Partnership, or from acting as an investment manager or advisor to others, a trustee of any trust or a general partner of another limited partnership, or (ii) directly or indirectly purchasing, selling and holding securities for its own account or the accounts of such other business, irrespective of whether any such securities are purchased, sold or held for the account of the Partnership. Neither the Partnership nor any Partner shall have any rights in or to such other business ventures or the income or profits derived therefrom by virtue of these Articles nor shall the General Partner and any member thereof or any principal, member, affiliate or employee of the General Partner or any member be under any obligation to first offer any investment opportunities to the Partnership or to allocate investments, as between the

Partnership, other persons, or otherwise, in any particular manner, other than as it in its sole discretion shall determine. When the General Partner deems the purchase and sale of securities to be in the best interest of the Partnership and of other clients, it may aggregate the securities to be purchased or sold.

3.06. Exculpation

The General Partner, is affiliates and members thereof and any of their respective principals, shareholders, members, partners, officers and employees (collectively, the “Affiliated Parties”) shall not be liable to any Partner or the Partnership for any loss suffered by the Partner or the Partnership except that such party may be so liable if such loss is caused by willful misconduct or negligence. Neither the General Partner or Affiliated Parties shall be liable to the Partnership or to any of the Limited Partners for any loss suffered by the Partnership by reason of the acts or omissions or any error of judgment of any broker, agent or third-party service provider of the Partnership, provided that such broker, agent or third-party service provider was not selected, engaged or retained in manner that constitutes negligence or willful misconduct. The General Partner and any Affiliated Parties may consult with counsel and accountants in respect of Partnership affairs and, in acting in accordance with the written advice or opinion of such counsel or accountants, the General Partner and any Affiliated Parties shall not be liable for any loss suffered by the Partnership, provided that such counsel or accountants shall have been selected with reasonable care and the written advice was not induced by the General Partner or any Affiliated Parties’ negligence or willful misconduct. No General Partner nor any Affiliated Parties shall be liable for errors in judgment or for any acts or omissions that do not constitute negligence or willful misconduct.

3.07. Indemnification

(a) Each principal, member, affiliate or employee of the General Partner (collectively, the “Indemnified Parties”), shall be indemnified and held harmless by the Partnership from and against any and all losses, liabilities and expenses arising from claims, demands, investigations, actions, suits or proceedings, whether civil, criminal or administrative, relating to the management of the affairs of the Partnership, whether such person continues to be such at the time any such loss, liability or expense is paid or incurred, provided that the conduct of such person did not constitute negligence, willful misconduct or breach of fiduciary duty. At the discretion of the General Partner, the Partnership will advance to any such Indemnified Party funds to pay reasonable expenses incurred in connection with the defense of any actions or proceedings which arise out of such conduct, including attorney’s fees actually or reasonably incurred.

(b) The rights of indemnification provided in this Section 3.07(a) will be in addition to any rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of law, and shall extend to its successors and assigns.

(c) Indemnification may not be permitted under the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and, in the opinion of the United States Securities and Exchange Commission, indemnification for liabilities arising under

the United States federal securities laws is against public policy and is therefore unenforceable.

ARTICLE 4

CAPITAL ACCOUNTS.

4.01. Capital Contributions

Subject to Section 4.02, the Partnership is authorised to offer, issue and sell Partnership Interests in such manner as the General Partner may determine. Upon an appropriate amendment to these Articles, the General Partner may authorise the Partnership to issue one or more classes of Interests, which classes may be subject to different levels of fees or different investment strategies, or which may differ from one another in any other manner.

4.02. Initial Capital Contributions

Each Limited Partner and General Partner has at the date hereof made an initial contribution to the capital of the Partnership. The initial Capital Contribution by a Limited Partner shall not be less than U.S.$250,000, except to the extent that the General Partner, in its sole discretion, accepts a lesser amount. However, in order to avoid non-compliance with the Mutual Funds (Professional Fund) Guidelines, 1998, the initial Capital Contribution by a majority of the Limited Partners into the Partnership must be U.S.$100,000. The General Partner reserves the right to limit the initial Capital Contribution and Additional Capital Contributions (as defined in Section 4.03) of any Limited Partner in certain circumstances and to accept as capital contributions cash, securities or other property in amounts or at valuations determined in the discretion of the General Partner. The General Partner reserves the right to return any such securities or other property contributed by a Limited Partner to such Limited Partner in connection with any withdrawals by such Limited Partner (including any mandatory withdrawals required by the General Partner with respect to such a Limited Partner pursuant to the terms of these Articles) or distributions to such Limited Partner, pursuant to the terms and conditions of these Articles.

4.03. Additional Capital Contributions

A Partner may, with the consent of the General Partner, make additional contributions to the capital of the Partnership of not less than U.S.$50,000, except to the extent the General Partner, in its sole discretion, accepts a lesser amount. The Partner making such contribution shall execute such instrument or instruments as the General Partner may deem advisable in connection therewith. The amount contributed by any Partner pursuant to this Section 4.03 is called such Partner’s “Additional Capital Contribution.” A Partner is not obligated to make contributions to the Partnership beyond its initial Capital Contribution. Upon making an amendment to these Articles, the General Partner may admit one or more Additional Limited Partners, effective the first business day of a Valuation Period or at any other time selected at the discretion of the General Partner. Each Additional Limited Partner shall execute an appropriate counterpart to these Articles or otherwise agree in writing to be bound by the terms hereof. The admission of an Additional Limited Partner shall not dissolve the Partnership.

4.04. Capital Accounts

(a) A capital account shall be established for each Partner on the books of the Partnership (the “Capital Account”) and such account shall be maintained and adjusted as provided for herein and in such other manner as the General Partner shall determine to be necessary or desirable to fairly account for portfolios or other variations in Capital Accounts between Partners, separate classes or interests, reserve accounts, or otherwise. As of the first day of each Valuation Period, an Opening Capital Balance in each Partner’s Capital Account for such Valuation Period shall be determined in the manner set forth in Section 4.05 hereof. As of the last day of each Valuation Period, a Closing Capital Balance in each Partner’s Capital Account for such Valuation Period shall be determined in the manner set forth in Section 4.06 hereof.

(b) It is intended that (i) the Capital Accounts be maintained at all times in accordance with Code Section 704 and applicable Treasury Regulations, the provisions of which, including, without limitation, the provisions of Treasury Regulation Section 1.704(b)(2)(ii)(d) (relating to a “qualified income offset”), are hereby incorporated by this reference; (ii) the Capital Accounts be increased or decreased by any items required by the Treasury Regulations under Code Section 704(b) to increase or decrease, respectively, a Partner’s Capital Account; and (iii) the provisions of these Articles relating to the Capital Accounts and allocations be interpreted in a manner consistent therewith. The General Partner shall be authorised to make appropriate adjustments to the allocations of items pursuant to this Article 4 if necessary in order to comply with Code Section 704 or applicable Treasury Regulations issued with respect thereto; provided, however, that no such change shall have a materially adverse effect upon the amount distributable to any Partner hereunder.

(c) Additions to capital pursuant to Section 4.03 may result in a separate Capital Account as determined by the General Partner. Two or more capital accounts of the same Limited Partner may be combined after the conclusion of any Fiscal Year.

4.05. Opening Capital Balance

(a) A Partner’s Opening Capital Balance for the Valuation Period in which such Partner first becomes a Partner shall be the amount equal to such Partner’s initial Capital Contribution.

(b) A Partner’s Opening Capital Balance for each Valuation Period, other than the Valuation Period in which such Partner first becomes a Partner, shall be the amount equal to such Partner’s Closing Capital Balance for the first preceding Valuation Period, increased by any Additional Capital Contributions made pursuant to Section 4.03 hereof as of the beginning of such Valuation Period, and decreased by the amount of such Partner’s capital withdrawals made pursuant to Section 6.01 hereof as of the end of the preceding Valuation Period (even if the amount of the capital withdrawal is paid after the beginning of such Valuation Period).

(c) The Opening Capital Balance of the Partnership for any Valuation Period shall be the aggregate of the Opening Capital Balances of all Partners for such Valuation Period.

4.06. Closing Capital Balance

A Partner’s Closing Capital Balance for any Fiscal Year shall be the amount of such Partner’s Opening Capital Balance for such Fiscal Year, increased by the Net Profits allocated to the Partner pursuant to Section 4.07(a) hereof for such Fiscal Year, and decreased (i) by the Net Losses allocated to the Partner pursuant to Section 4.07(b) hereof for such Fiscal Year, and (ii) by the amount of any distributions to such Partner in accordance with Section 4.10 hereof during such Fiscal Year. The Closing Capital Balance of the Partnership for any Fiscal Year shall be the aggregate of the Closing Capital Balances of all Partners for such Fiscal Year.

4.07. Valuation of Assets

For purposes of determining the unrealised Securities Gains and Securities Losses of the Partnership, such securities and other assets and liabilities shall be valued as follows:

(a) Securities which are listed on a national securities exchange shall be valued at their last sales prices on the date of determination on the largest national securities exchange on which such securities shall have traded on such date, or if trading in such Securities on the largest national securities exchange on which such Securities shall have traded on such date was reported on the consolidated tape, their last sales prices on the consolidated tape (or, in the event that the date of determination is not a date upon which a national securities exchange was open for trading, on the last prior date on which such securities was open not more than ten (10) days prior to the date of determination). If no such sales of Securities occurred on either of the foregoing dates, such Securities shall be valued at the mid-mark between the “bid” and the “asked” prices on the largest national securities exchange on which such securities are traded, on the date of determination, or, if “bid” and “asked” prices for in such Securities on the largest national securities exchange on which such Securities shall have traded on such date were reported on the consolidated tape, the mid-mark between the “bid” and the “asked” prices on the consolidated tape (or, if the date of determination is not a date upon which such securities exchange was open for trading, on the last prior date on which such a national securities exchange was so open not more than ten (10) days prior to the date of determination). Securities which are not listed shall be valued at the mid-mark between the “bid” and the “asked “prices, unless included in the NASDAQ National Market System, in which case they shall be valued based upon their last sales prices (if such prices are available). Securities for which no such market prices are available shall be valued at such value as the General Partner may reasonably determine;

(b) All other assets (except good will, which shall not be taken into account), shall be valued at cost;

(c) If the Partnership’s investment manager determines that the valuation of any Securities or other property pursuant to (a) and (b) does not fairly represent market value, it may cause

the Partnership to value such Securities or other property as it reasonably determines and shall set forth the basis of such valuation in writing in the records of the Partnership; and

(d) Securities not denominated in U.S. Dollars will be translated into U.S. Dollars at prevailing exchange rates as determined by the Partnership’s investment manager.

The foregoing valuations and methods may be modified by the General Partner, in its sole discretion, if and to the extent it shall determine that such modifications are appropriate and reasonable to reflect the value of Securities or other assets, including to reflect liquidity conditions or other factors affecting such value. Valuation of Securities or other assets not specifically described above similarly shall be as determined in the sole discretion of the General Partner, which such determination shall be final.

4.08. Determination by General Partner of Certain Matters

All matters concerning the valuation of Securities, the allocation of Net Profits and Net Losses among the Partners, the allocation of related Partnership tax items among the Partners and all accounting procedures not specifically and expressly provided for by the terms of these Articles, shall be determined by the General Partner, whose determination, so long as made in good faith, shall be final and conclusive as to all of the Partners. The General Partner may waive some or all of its rights under these Articles, either generally or with respect to particular matters, periods or Partners, and any such waiver or agreement shall not bind the General Partner with respect to other periods or Partners, nor with respect to any other matters or rights set forth herein.

4.09. Distributions Generally

(a) It is not expected that the Partnership will make any distributions of Net Profits prior to its termination. The General Partner may declare distributions of Net Profits (in cash or other assets of the Partnership or any combination thereof, in the sole discretion of the General Partner) at such times and in such amounts as the General Partners shall determine in its sole discretion, but it shall not be obligated (except as provided in Article 6) to do so under any circumstance. Any such distributions shall be made ratably to all Limited Partners in accordance with their respective Capital Accounts at the time of such distribution. The General Partner may withhold taxes from any distributions to any Partner to the extent required by the Code or any other applicable law. The General Partner may set up such reserves as may be required by the needs of the Partnership. Unless otherwise determined by the General Partner, for the purposes of determining Net Operating Profits or Net Operating Losses in any Valuation Period, any increase in such reserves shall be treated as an expense of the Partnership and any decrease in such reserves shall be treated as income of the Partnership. If the Partnership should distribute property other than cash pursuant to this Section 4.10 or Article 6, the Capital Accounts of the Partners shall be adjusted as if such property were sold at its fair market value and the cash proceeds of such sale were distributed.

(b) Each Limited Partner is required to take into account his/her allocable share of all items of income, gain, loss, deduction or credit for the Partnership regardless of whether such Limited Partner has received any distributions from the Partnership. Because the General Partner is not required to make any distributions of Net Profits, a Limited Partner’s income tax liability in a particular year may exceed the amount of cash actually received by him/her.

4.10. New Issues Account

(a) In the event that the Partnership invests in equity securities in an initial public offering (“New Issues”), as contemplated in National Association of Securities Dealers, Inc. (the “NASD”) Rule 2790 (or any successor provisions thereto), the General Partner may allocate Securities Gains or Securities Losses attributable to such New Issues only to the Partners who are not deemed by the General Partner to be “Restricted Persons” (as defined in Rule 2790). The determination of the General Partner as to whether a particular Partner is a Restricted Person shall be final.

(b) The Partnership will have, in addition to each Partners’ Capital Account, a special brokerage account with a separate identification number (the “New Issues Account”), the sole purpose of which will be to purchase New Issues. Only those Partners that are not deemed to be Restricted Persons will have a beneficial interest in the New Issues Account. To effect a transaction in the New Issues Account, the requisite funds would be transferred to the New Issues Account from one or more of the Partners’ Capital Accounts. New Issues will be purchased in the New Issues Account, held there and eventually sold out of this Account or transferred to the relevant Partners’ Capital Account at fair market value. If sold, the proceeds of sale would be transferred from the New Issues Account to the relevant Partners’ Capital Account. At the end of the particular Fiscal Year, if the New Issues Account has been in existence in that Fiscal Year:

(i) interest will be charged to the Partners having a beneficial interest in the New Issues Account on certain monies paid to purchase the securities in the New Issues Account. Such interest will be charged to the Partners in accordance with their interests in the New Issues Account (being based on their Capital Accounts as of the beginning of the Fiscal Year) at the rate from time to time being paid by the Partnership for borrowed funds during the various periods that funds from the Capital Accounts have been held in or made available to the New Issues Account, and such interest will be credited to all of the Partners in the Partnership in accordance with their Capital Accounts as of the beginning of the Fiscal Year; and

(ii) the gains or losses resulting from the various transactions in the New Issues Account will be credited or debited to the Partners having an interest in the New Issues Account in accordance with their interests therein.

(c) The General Partner shall determine if the Partnership may utilise any exemption under Rule 2790, including, without limitation, if a Partner that is otherwise restricted can participate in New Issues.

(d) The procedures and policies of the Partnership regarding New Issues may be changed from time to time in the General Partner’s discretion, including based upon the General Partner’s sole evaluation of NASD rules and relevant interpretations.

4.11. Prior Fiscal Period Items

In general, and notwithstanding any of the allocation rules discussed in this Article 4, if the Partnership has a material item of profit or loss in any Fiscal Year which relates to a matter or transaction occurring during a prior Fiscal Year, the item of profit or loss may, at the sole discretion of the General Partner, be shared among the Partners (including persons who have ceased to be Partners) in accordance with their interest in the Partnership during the prior Fiscal Year. A person who has ceased to be a Partner will be liable for his proportionate share of prior Fiscal Year items and shall pay such share on demand, but the amount to be paid shall not exceed the amount of such Partner’s Capital Account at the time such prior Fiscal Year item arose.

ARTICLE 5

WITHDRAWALS

5.01. Withdrawal by Limited Partners

(a) Except as otherwise set forth in this Article 6, any Limited Partner may withdraw the whole or any part (subject to the limitation described in Sections 6.01(c) and (d)) of the amount in his/her/its Capital Account as of the last day of each calendar quarter by providing the General Partner with written notice on or prior to such date.

(b) Limited Partners seeking a withdrawal pursuant to this Section 6.01 must give written notice to the General Partner in the form and with the conditions prescribed by the General Partner from time to time on or prior to the day on which the withdrawal is to be made, stating his/her/its intention to withdraw and the amount of such withdrawal, if less than such Limited Partner’s total Capital Account.

(c) Distributions to Limited Partners having more than one Capital Account will be deemed made on a “first-in, first-out” basis.

(d) The General Partner, in its sole discretion, may permit withdrawals at other times or otherwise modify or waive such withdrawal conditions and requirements. No withdrawal shall be made unless all liabilities of the Partnership, except liabilities to the General Partner and to Limited Partners on account of their contributions, have been paid or there remains property of the Partnership sufficient to pay such liabilities.

(e) The General Partner may, in its sole discretion, make distributions to any Limited Partner

withdrawing all or any part of his/her/its Capital Account or upon dissolution of the

Partnership wholly or in part in Securities or other assets of the Partnership. No Partner shall have the right, however, to require distributions in property other than cash.

5.02. General Partner Capital Account

Subject to the last sentence hereof, each General Partner at any time, without notice and for any reason, may withdraw any portion of the amount in its Capital Account. No withdrawal by any General Partner shall be made unless all liabilities of the Partnership have been paid or unless the Partnership has sufficient assets to pay such liabilities.

5.03. Payment to Withdrawing Partner

A Limited Partner making a withdrawal from his/her/its Capital Account will generally be entitled to such withdrawn amount within thirty (30) days of the effective date of withdrawal, provided, however, that if a Limited Partner elects to withdraw his/her/its entire holding of Partnership Interests, 95% of such value (computed on the basis of unaudited data) will be distributed within thirty (30) Business Days after the withdrawal date and the balance within thirty (30) Business Days after the conclusion of the Partnership’s year-end audit. Such balance is subject to adjustment based on the results of such audit. The entire withdrawal amount shall be deemed to be withdrawn as of the withdrawal date and the amount held until after the audit shall not earn interest thereon.

5.04. Mandatory Withdrawal of Partners

The General Partner shall, in its sole discretion, have the right to require the withdrawal of all or any portion of the Capital Account of any Partner at any time for any reason or no reason. Such withdrawn amount shall be paid at the time and in the manner described in Section 6.03.

5.05. Limitations on Withdrawals

(a) The right of any Partner or its legal representatives to withdraw any amount from its Capital Account and to have distributed to it any such amount (or any portion thereof) pursuant to this Article 5 is subject to the provision by the General Partner for all Partnership liabilities in accordance with the Partnership Act and for reserves for contingencies and estimated accrued expenses and liabilities. In addition, no withdrawal shall be permitted which would result in a Capital Account having a negative balance.

(b) The General Partner by written notice may temporarily suspend any withdrawal if the effect of substantial withdrawals would seriously impair the Partnership’s ability to operate.

ARTICLE 6

ASSIGNMENT OF LIMITED PARTNER’S INTEREST

6.01. Assignment

No Limited Partner shall sell, assign, pledge or transfer without the prior written consent of the General Partner, which consent is in the sole discretion of the General Partner.

6.02. Void Assignment

Any sale, assignment or other transfer by any Limited Partner of any interest in the Partnership in contravention of Section 7.01 shall be void and ineffectual, and shall not bind, or be recognised by the Partnership or any other party. No purported assignee shall have any right to any profits, losses or distributions of the Partnership.

6.03. Substituted Limited Partner

(a) Subject to Section 7.01, no Limited Partner shall have the right to substitute an assignee as a Limited Partner in its place. The General Partner shall, however, have the right to permit such an assignee to become a Substituted Limited Partner on such terms and conditions as determined by the General Partner. If granted, such permission by the General Partner shall be binding and conclusive without the consent or approval of any Limited Partner.

(b) Each Substituted Limited Partner, as a condition of becoming a Partner in the Partnership, shall execute such instrument or instruments as shall be required by the General Partner to signify such Substituted Limited Partner’s agreement to be bound by all the provisions of these Articles. These Articles shall be amended accordingly to show the admission of the Substituted Limited Partner.

6.04. Effect of Assignment

(a) Any Limited Partner who shall assign his/her interest in the Partnership shall cease to be a Limited Partner of the Partnership, and shall no longer have any rights or privileges of a Limited Partner except that, unless and until the assignee of such Limited Partner is admitted as a Substituted Limited Partner in accordance with the provisions of Section 7.03, said assigning Limited Partner shall retain the statutory rights and obligations of an assignor limited partner under applicable law.

(b) Any Person who acquires in any manner whatsoever any interest in the Partnership, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of these Articles, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the obligations of these Articles that any predecessor in interest of such Person was subject to or bound by.

6.05. Effect of Death, Etc

The death, incompetence or bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. In the event of such death, incompetence or bankruptcy, the executor, administrator, guardian, trustee or other personal representative (the “Representative”) of the deceased, incompetent or bankrupt Limited Partner shall be deemed to be the assignee of such Limited Partner’s interest in the Partnership and may become a Substituted Limited Partner upon the terms and conditions determined by the General Partner.

ARTICLE 7

BOOKS AND RECORDS

7.01. Fiscal Year

The fiscal year of the Partnership (herein called the “Fiscal Year”) shall be the calendar year, and such fiscal period shall be the taxable period of the Partnership for United States federal income tax purposes, except as provided in Section 706 of the Code.

7.02. Books and Records

At all times during the continuance of the Partnership, the General Partner shall keep or cause to be kept full and true books of account of the business and investments of the Partnership, in which shall be entered fully and accurately each transaction of the Partnership. All of said books of account shall at all times be maintained at an office of the Partnership.

7.03. Financial Reports and Tax Returns

(a) After the end of each fiscal year (generally within ninety (90) days or as soon thereafter as is reasonably practicable) the partnership will prepare and mail to each of its limited partner, each partner’s annual tax reports (form K-1, or equivalent report) and the partnership’s audited financial statements prepared in accordance with United States Generally Accepted Accounting Principles (except to the extent that the general partner determines that certain matters shall not be prepared in accordance with United States Generally Accepted Accounting Principles).

(b) If the general partner is unable to deliver such schedule K-1 by April 15 following the end of each fiscal year, the general partner will provide limited partners with estimates of the taxable income or loss allocated to their investment in the partnership. In addition, within forty-five (45) days after the end of each fiscal quarter, or as soon thereafter as is reasonably practicable, the partnership will send to each of its limited partners an unaudited statement setting out the partnership’s performance for the quarter and year-to-date and any important information regarding the partnership.

(c) The Partnership may provide such other reports and information concerning the Partnership to one or more Limited Partners as determined by the General Partner, in its sole discretion.

7.04. Bank Accounts and Custodian

The bank accounts of the Partnership shall be maintained in such banking institutions as the General Partner shall determine, and withdrawals shall be made therefrom on such signature or signatures as the General Partner shall determine. All assets of the Partnership shall be held by one or more custodians appointed by the General Partner, and may be registered in the name of

the Partnership, such custodian or a nominee. The terms of a custodian agreement shall be determined by the General Partner.

ARTICLE 8

TERMINATION

8.01. Termination

The Partnership shall be terminated and dissolved upon the occurrence of any of the following events:

(a) an Event of Withdrawal of the last General Partner where no successor General Partner is selected within fifteen (15) days by the written consent of the holders of a majority of the aggregate Capital Accounts of the Limited Partners, and in the event of appointment of such successor General Partner, the Partnership shall not terminate but shall continue unless otherwise terminated pursuant to the provisions of this Section 9.01, provided, however, each Limited Partner shall have the right to withdraw some or all of his/her Capital Account from the Partnership for a period of thirty (30) days from the date it is notified of such appointment of such a successor General Partner;

(b) the election by the General Partner to liquidate and dissolve the Partnership;

(c) the continued conduct of the Partnership business becoming unlawful;

(d) upon an order of dissolution by a Court of competent jurisdiction or upon any recognised process of dissolution as provided for by the laws of the British Virgin Islands; or

(e) any other event which, under the Partnership Act, requires the Partnership’s dissolution and the winding up of its business and affairs.

The Partnership shall not be dissolved on the death, insanity, bankruptcy, insolvency, resignation or withdrawal of a Limited Partner.

8.02. Withdrawal of General Partner

(a) A General Partner may resign at any time, except that the resignation of the last General Partner shall not be effective until at least ninety (90) days after such General Partner has given notice of resignation to the Limited Partners. For the purposes of these Articles, a General Partner (but not any of the other General Partners) will be deemed to have resigned immediately upon the occurrence of an Event of Withdrawal.

(b) Notice of the resignation of a General Partner shall be provided to the Limited Partners and the remaining General Partners, if any.

(c) Within fifteen (15) days of the voluntary resignation, withdrawal or the adjudication of bankruptcy or insolvency of the last of the General Partners, the Limited Partners may, upon the written consent of the Limited Partners holding a majority of the aggregate

Capital Accounts, continue the Fund and appoint a successor General Partner (and each Limited Partner shall have the right to withdraw his or her Capital Account for a period of thirty (30) days thereafter). In the absence of such written consent, the Fund will be dissolved.

8.03. Removal of General Partner

Any General Partner, may be removed with or without cause, upon either the affirmative vote of Limited Partners holding at least 90% of the aggregate Capital Accounts of Limited Partners, or the affirmative vote of General Partners holding a majority of the aggregate Capital Accounts of all General Partners.

8.04. Interest of Bankrupt General Partner

In the event of bankruptcy or insolvent liquidation of a General Partner, the Representative of such Partner, if any is appointed, shall be deemed to be the assignee of that Partner’s interest, which interest shall continue at the risk of the Partnership business until the end of the calendar quarter in which such event takes place or earlier termination or dissolution of the Partnership. If the Partnership is continued after the expiration of such quarter, the bankrupt General Partner or his Representative shall be entitled to receive an amount equal to the Closing Capital Balance of the General Partner. Upon the bankruptcy or withdrawal of a General Partner, neither that Partner nor his/her Representative shall have any right to take part in the management of the Partnership.

8.05. Liability of a Former General Partner

A General Partner shall face no additional liability as a General Partner after cessation of such former General Partner’s status as General Partner and the Partnership shall promptly take all steps reasonably necessary under the Partnership Act to cause the cessation of any additional liability and to discharge all of such former General Partner’s liabilities as a General Partner to the extent that the assets of the Partnership allow it.

8.06. Procedure

Upon the termination or dissolution of the Partnership, an accounting shall be made of the operations, from the date of the last previous accounting to the date of such termination and, thereupon, the General Partner (or in the event that the dissolution is caused by the bankruptcy, dissolution, resignation, or withdrawal of the then last remaining General Partner, such person as may be designated by the majority in interest of the Limited Partners) shall act as liquidator and immediately proceed to wind up and terminate the business and affairs of the Partnership. Upon the termination or dissolution of the Partnership, the General Partner or such other liquidator, as the case may be, shall, after paying all liabilities, including providing for the cost of dissolution and reserves for unliquidated liabilities, distribute the remainder either in cash or in Securities to the then Partners (or their Representatives) as nearly as may be practicable in proportion to their then respective Capital Accounts after taking into account transactions related to the liquidation of the Partnership.

8.07. Return of Contribution Solely Out of Partnership Assets

A Limited Partner shall look solely to the properties and assets of the Partnership for return of his/her contribution, and if the properties and assets of the Partnership remaining after the payment or discharge of the liabilities of the Partnership are insufficient to return his contribution, he/she shall have no recourse against the General Partner or any other Limited Partner for that purpose.

ARTICLE 9

POWER OF ATTORNEY

9.01. Power of Attorney

Each of the Limited Partners does hereby irrevocably constitute and appoint Denali Investors GP, LLC, and any other General Partner, as such Limited Partner’s true and lawful representative and attorney-in-fact with full power of substitution and resubstitution, in his name, place and stead to make, execute, acknowledge, record and file all documents requisite to carry out the intention and purpose of these Articles, including, without limitation, (i) any amendments hereof required or permitted by law or by these Articles, (ii) all documents required to reflect any change in the membership of the Partnership or in the Capital Contributions of the Partners, (iii) all documents required to reflect the exercise by the General Partner of any of the powers granted to it under these Articles, (iv) one or more subscription agreements on behalf of such Limited Partner between the Partnership, the General Partner and any Additional Limited in such form and on such terms and conditions as the General Partner considers in its absolute discretion necessary or appropriate, including reference to these Articles and its novation and agreeing and covenanting with such Additional Limited Partner on behalf of such Limited Partner that the Limited Partner will from the effective date of such subscription agreement or agreements comply with and observe the terms of these Articles, and (v) all other instruments, documents and certificates which may be required by the laws of any jurisdiction in which the Partnership does business, or any political subdivision or agency thereof, to effectuate, implement or continue the valid and subsisting existence of the Partnership.

The foregoing grant of authority:

(a) is a special power of attorney coupled with an interest, is irrevocable and shall survive the death, bankruptcy, incompetence, insolvency or dissolution of a Limited Partner;

(b) may be exercised by the person appointed as power of attorney for each Limited Partner by a facsimile signature or by listing all of the Limited Partners executing any instrument with his/her single signature as attorney-in-fact for all of them; and

(c) shall survive the delivery of an assignment by a Limited Partner of the whole or any portion of his interest, except that where the transferee has been approved by the General Partner for admission to the Partnership as a substitute Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution.

ARTICLE 10

MISCELLANEOUS

10.01. Amendments to Articles of Limited Partnership

(a) The Articles may be amended at any time solely upon the written consent of the General Partner for the purpose of (i) reflecting new Partners, (ii) changing the name of the Partnership or the location of its registered office; (iii) creating and admitting one or more additional classes of Partners; (iv) correcting ambiguities, inconsistencies or incompleteness herein or in the Articles of Limited Partnership; (v) conforming the Articles and the Partnership’s operations to British Virgin Islands, United States federal or state tax, legal, securities or other requirements or regulations, including amendments necessary to preserve the Partnership’s qualification to be taxed as a partnership, to preserve the Partnership’s eligibility to purchase “New Issues” and to prevent the Partnership from in any manner being deemed an “Investment Company” subject to the provisions of the United States Investment Company Act of 1940, as amended; (vi) reflecting changes validly made in the membership of the Partnership and the Capital Contributions and interests of the Partners; (vii) making a change in any provision of these Articles that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable British Virgin Islands law if the provisions of applicable British Virgin Islands law are amended, modified or revoked so that the taking of such action is no longer required; and (viii) effecting such other amendments as may be deemed by the General Partner to be necessary and or desirable to conduct the Partnership’s business, and not adverse in any material respects to the interests of existing Limited Partners.

(b) The Articles may also be amended at any time by written consent of the General Partner and of Limited Partners holding a majority in amount of the Capital Accounts of the Limited Partners to the extent permitted by law; provided, however, that without the specific consent of each Partner adversely affected thereby, no amendment may (i) reduce the Capital Account of any Partner or impair such Partner’s rights of withdrawal with respect thereto, (ii) change the respective liabilities of the General Partner and the Limited Partners, (iii) have the effect of allocating Net Profits and Net Losses generally other than in proportion to the respective Opening Capital Balances and Closing Capital Balances of the Partners, subject to the existing allocation provisions set forth herein, or (iv) change the provisions of the Articles regarding such amendments. Other than the specific amendments enumerated above, amendments to the Articles affecting interests of Limited Partners may be made without obtaining their individual consent. The General Partner shall provide to the Partners written notice of any amendments to the Articles.

10.02. Notices

Any notice, request, or demand required or permitted under these Articles shall be in writing and shall be deemed to have been duly given or made if delivered personally or if sent postage prepaid by registered or certified mail, (i) in the case of Denali Investors GP, LLC at 1375 Broadway 11th Floor, New York, NY 10018, United States of America, and (ii) in the case

of a Limited Partner, to his/her address as set forth on the register of Limited Partners maintained by the General Partner. Any Partner may change his/her/its address for notices by giving notice as provided herein, stating his/her new address, to the General Partner, and each General Partner may change his/her address by giving such notice to all other Partners. 10.03. Entire Agreement

These Articles constitute the entire understanding of each of the Partners with respect to the subject matter hereof. No modification or waiver of these Articles, or any part hereof, shall be valid or effective unless in writing and signed by the party sought to be charged therewith; and no waiver of any breach or condition of these Articles shall be deemed a waiver of any other or subsequent breach or condition, whether of like or different nature.

10.04. Severability

The invalidity or unenforceability of any particular provision of these Articles shall not affect the other provisions hereof, and these Articles shall be construed as if such invalid or unenforceable provision were omitted.

10.05. Captions and Gender

The captions of the Articles and Sections are for convenience and reference only, and are not to be considered in construing these Articles. Whenever used herein, the singular number includes the plural, the plural includes the singular and the use of any gender shall include all genders.

10.06. Governing Law

These Articles and all rights and liabilities of the parties hereto shall be governed by and construed in accordance with the laws of the British Virgin Islands.

10.07. Successors and Assigns

Subject to the restrictions on transferability contained herein, these Articles and all the terms and provisions hereof shall be binding upon and shall inure to the benefits of the Partners, both General and Limited, their respective legal representatives, heirs, successors and assigns.

10.08. Additional Instruments

Each Limited Partner hereby agrees upon request of the General Partner, to execute and deliver, from time to time, such other certificates or other documents and to perform such acts as the General Partner may reasonably request, for the purposes of the Partnership.

10.09. Waiver of Right to Partition

Each of the Partners irrevocably waives during the term of the Partnership any right that it may have to maintain any action for partition with respect to the property and assets of the Partnership.

10.10. No Third Party Rights

Except for the provisions of Sections 3.06 and 3.07 herein, the provisions of these Articles are not intended to be for the benefit of any creditor or other person (other than the Partners in their capacities as such) to whom any debts, liabilities or obligations are owed by (or who otherwise have a claim against or dealings with) the Partnership or any Partner, and no such creditor or other person shall obtain any rights under any of such provisions (whether as a third party beneficiary or otherwise) or shall by reason of any such provisions make any claim in respect to any debt, liability or obligation (or otherwise) against the Partnership or any Partner.

10.11. Confidentiality

In connection with the organisation of the Partnership and its ongoing business, the Limited Partners may receive or have access to confidential proprietary information concerning the Partnership including, without limitation, portfolio positions, valuations, information regarding potential investments, financial information, trade secrets and the like (the “Confidential Information”), and that is proprietary in nature and non-public. No Partner, nor any affiliate or any Partner, shall disclose or cause to be disclosed any Confidential Information to any person nor use any Confidential Information for its own purposes or its own account, except in connection with its investment in the Partnership and except as otherwise required by any regulatory authority, law or regulation, or by legal process.

10.12. Execution in Counterparts

These Articles may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. No counterpart of these Articles shall be binding unless signed by the General Partner.

IN WITNESS WHEREOF, the undersigned Partners have hereunto executed these Articles of Limited Partnership this 20th day of August 2007.

GENERAL PARTNER:

Denali Investors GP, LLC

By: ______________________________

Name: Hana Kevin Byun Title: General Partner

LIMITED PARTNERS:

Denali Investors Offshore Limited

By: ______________________________

Name: Hana Kevin Byun Title: General Partner

Denali Investors Accredited Fund, LP

By: ______________________________

Name: Hana Kevin Byun Title: General Partner