Cemprus F-4 Registration of securities (foreign)

Exhibit 3(b)(ii)

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
Section 7(1) and (2)

MEMORANDUM OF ASSOCIATION

OF

Stratus Technologies Bermuda Ltd.
(hereinafter referred to as “the Company”)

1.	The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.
2.	We, the undersigned, namely,

	Bermudian Status		Number of Shares
Name and Address	(Yes or No)	Nationality	Subscribed
Michelle F. Furqan Reid Hall 3 Reid Street Hamilton	Yes	British		1
Lorianne D. G. Alhassan Reid Hall 3 Reid Street Hamilton	Yes	British		1
Julie V. Stanton Reid Hall 3 Reid Street Hamilton	Yes	British		1

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

3.	The Company is to be an exempted Company as defined by the Companies Act 1981.
4.	The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding NIL in all, including the following parcels:-
	N/A
5.	The authorised share capital of the Company is US$12,000.00 divided into shares of $1.00 each. The minimum subscribed share capital of the Company is US$12,000.00.
6.	The objects for which the Company is formed and incorporated are:-

(i)	To apply for, register, purchase, lease, acquire, hold, use and control patents, patent rights, copyrights, service marks, trademarks, licences, inventions, processes, distinctive marks and other forms of intellectual property rights relative to the business of the Company and to deal in, license, sell, assign, transfer, mortgage, alienate, encumber or dispose of such rights as the Company deems fit;
(ii)	To act and perform all the functions of a holding company in all its branches and to coordinate and manage the policy, administration, planning, research, trading and any and all other activities of, and to act as financial advisors and provide financing to, any company, wherever incorporated or carrying on business, which is in any manner controlled directly or indirectly by the Company or which is a holding company, affiliated company or subsidiary of the Company, as such relationships are defined by Section 86 of the Companies Act 1981, (hereinafter called a “Related Company”) or of any group of companies of which the Company or any Related Company is a member.
(iii)	To act and to perform all the functions of an investment company on its own behalf and on behalf of any Related Company and for that purpose to acquire and hold upon any terms and either in the name of the Company or that of a nominee, shares, stocks, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities issued or guaranteed by any company or by any government, sovereign ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original Subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to make payments thereon as called upon or in advance of calls or otherwise and to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment, but with the power to vary any investments, and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof, and generally to manage, develop, sell or dispose of the same, and to invest and deal with the moneys of the Company and any Related Company not immediately required upon such securities and in such manner as may be from time to time determined.
(iv)	as set out in objects (b) to (n) and (P) to (u) inclusive of the Second Schedule of the Companies Act 1981.

7. The Company shall have the additional powers set out below:

(a) To borrow and raise money in any currency or currencies and to secure or discharge any debt or obligation in any manner and in particular (without prejudice to the generality of the foregoing) by mortgages of or charges upon all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by the creation and issue of securities.

(b)	To enter into any guarantee, contract of indemnity or suretyship and in particular (without prejudice to the generality of the foregoing) to guarantee, support or secure, with or without consideration, whether by personal obligation or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or both such methods or in any other manner, the performance of any obligations or commitments, of, and the repayment or payment of the principal amounts of and any premiums, interest, dividends and other moneys payable on or in respect of any securities or liabilities of, any person including (without prejudice to the generality of the foregoing) any company which is for the time being a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with the Company.
(b)	To accept, draw, make, create, issue, execute, discount, endorse, negotiate bills or exchange, promissory notes, and other instruments and securities, whether negotiable or otherwise.
(c)	To sell, exchange, mortgage, charge, let or rent, share of profit, royalty or otherwise, grant licences, easements, options, servtitudes and other rights over, and in any other manner deal with or dispose of, all or part of the undertaking, property and assets (present and future) of the Company for any consideration and in particular (without prejudice to the generality of the foregoing) for any securities.
(d)	To issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose ..
(e)	To grant pensions, annuities, or other allowances, including allowances on death, to any directors, officers or employees or former directors, officers or employees of the Company or any company which at any time is or was a subsidiary or a holding company or another subsidiary of a holding company of the Company or otherwise associated with the Company or of any predecessor in business of any of them, and to the relations, connections or dependants of any such persons, and to other persons whose service or services have directly or indirectly been of benefit to the Company or whom the Company considers have any moral claim on the Company or to their relations, connections, or dependants, and to establish or support any associations, institutions, clubs, schools, building and housing schemes, funds and trusts, and to make payments toward insurance or other arrangements likely to benefit any such persons or otherwise advance the interests of the Company or of its Members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly to further the interests of the Company or of its Members or for any national, charitable, benevolent, educational, social, public, general or useful object.
(f)	The Company shall have, pursuant to Section 42 of the Companies Act, 1981, the power to issue preference shares which are liable to the redeemed at the option of the holder.
(g)	The Company shall have, pursuant to Section 42A of the Companies Act, 1981 the power to purchase its own shares.

8.	Interpretation
	In this Memorandum unless there be something in the context inconsistent therewith

(h) the word “company” shall (except where referring to the Company) include any person or partnership or other body of persons, whether incorporated or not incorporated, and whether formed, incorporated, resident or domiciled in Bermuda or elsewhere; .

(ii)	“securities” shall include any fully, partly or nil paid or no par value share, stock, debenture or loan stock, deposit receipt, bill, note, warrant, coupon, right to subscribe or convert, or similar right or obligation;
(iii)	“and” and “or” shall mean “and/or”.
(iv)	the words “other” and “otherwise” shall not be construedejusdem generiswith any foregoing words where a wide construction is possible, and
(v)	the words “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not limit or prejudice the generality of any foregoing words.

Signed by each subscriber in the presence of at least one witness attesting the signature thereof:-

/s/ Michelle F. Furqan	/s/ [ILLEGIBLE]
Michelle F. Furqan
/s/ Lorianne D. G. Alhassan	/s/ [ILLEGIBLE]
Lorianne D. G. Alhassan
/s/ Julie V. Stanton	/s/ [ILLEGIBLE]
Julie V. Stanton
(Subscribers)	(Witnesses)

Subscribed this 1^st day of February, 2002.