Certificate of Incorporation [Amended and Restated] (2011)Full Document 

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State of Delaware

Secretary of State

Division of Corporations

Delivered 09:20 PM 11/23/2009

FILED 08:43 PM 11/23/2009

SRV 091042664 – 2292670 FILE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

KENNEDY-WILSON, INC.

Kennedy-Wilson, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), as amended (the "Company"), does hereby certify that:

(a) The name of the Company is Kennedy-Wilson, Inc. The original Certificate of Incorporation was initially filed with the Secretary of State of Delaware on March 27,1992.

(b) This Amended and Restated Certificate of Incorporation (this "Certificate of Incorporation"), which restates and amends the Certificate of Incorporation filed with the Secretary of State of Delaware on March 27,1992, which was amended by Certificates of Amendment of the Certificate of Incorporation on November 20, 1995, November 19,1996, December 15, 1997, April 30, 1998, April 15, 1999 and March 25,2009, was duly adopted in accordance with the provisions of Section 242 and 245 of the General Corporation Law, and was approved by written consent of the stockholders of the Company pursuant to Section 228(d) of the Delaware General Corporation Law. Prompt notice of such action will be given to stockholders who did not consent in writing.

The text of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

FIRST. The name of the corporation is Kennedy-Wilson, Inc. (the "Corporation").

SECOND. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

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FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of Common Stock with a par value of one-tenth of one cent ($.001) per share.

A description of the respective classes of stock and a statement of the designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the Common Stock are as follows:

1. COMMON STOCK

A. Voting Rights. Except as otherwise required by law or this Certificate of Incorporation, each holder of Common Stock shall have one vote in respect of each share of stock held by him of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation.

B. Dividends. The holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors of the Corporation (the "Board of Directors"), out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock.

C. Dissolution, Liquidation or Winding Up. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, holders of Common Stock shall be entitled, unless otherwise provided by law or this Certificate of Incorporation, to receive all of the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

FIFTH. The corporation is to have perpetual existence.

SIXTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

1. The Board of Directors is expressly authorized to adopt, amend or repeal the By- Laws of the Corporation.

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2. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

3. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-Laws of the Corporation may provide or as may be designated from time to time by the Board of Directors.

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