EFTA Document EFTA01269322

ACCOUllt 1 ype:- &(\inlbNCLW Coo. t., Adds Name: IfWg &IOW 10:60.41dP king Meld SOWS , Ate3Ura AtNeifiatt. de Phst Swap laftarekta Shithei him/ Neg. tad pit nia led tea. ein.Q.c. • Uwe baler having DePosit Accomi Asittrge,:. the nr. ulcer Iliktriaz Sharing .id Pthavy PoEcy and the pecaza rocs and ft Number: I Sin. Reg, I Date: Prepared by: Authorized b SSN: ID Type: o: ID No: SSN: ID Type: 5.‘ CONFIDENTIAL SONY_GM_00013475 CONFIDENTIAL EFTA_001241 18 EFTA01269322 I First Bank Customer Due Diligence for Business - Entities Existing Account Sumba. hAa Business or Entity name: faublus inc. TW1• •00ficafile0 or &nay Number Social Security NuenWrif applicable): raengAddloss: 6100 Red SI tortar 123 SI. Thontlas, U$VI 00.902 Type of Business: _ Holding Cornp,_NOt doryg Sus. MACS: _ __ Annual Salem Data Established: I lf 2272011 Mumble of employerts. .0 Number of °Mow 1 O min; 0 Cereal:Skin O Nceorcry Censors:ion O ParbleriMIP Type of Entity O Cony:newt Sorry 0 Ucincargoriled ASSONitto or Entry O Limbed DAIRY CectlPenY O Other — — WA O Certificate of Deposit 0 Checking Account Purpose pay° I 0 0,..3crai O Trust O Publo Funds Goren-0nono ❑;ineeno,,,,,nt Dotter O Saying O Lean O011.K splay O ATM Were O Twister Funds Mont* Transadkor — 1 Trammel Ions 1O 1.10 0 VI -so O a amnia TobtfissOlell O Si -SIS.000 O SS.001 • S25.000 0 $25.001 emote ot Isn Type O COS °Pared El Account Twofers 10 ACH El ElacHooki Twat O Merl 0 alas 0 908 0•0112 Tivasections 01.10 0 11 -20 O 21 amen. Meal Ainount O a essmo O moot • S25.000 0 $25,001 emote ThiassclIon 1)pie O Cali O Powell 0 Account Tonshwi 0 ACH 0 Chocks O POS O EbabenicTronattra O other. O Intrentloral bunts:tons -Why Trances i IVA O InoetNna Tandem O Outgoing Tanaka O 1:122,. O Meta O WHeatay. O Oa/ O Weeny O Men124. narallens 0 1 • ICI 0 11 .20 O 21.50 O 51 comm. MIASIKE0en O 1-10 O it -a O 21.60 O St *rms. TodelAnoter O sl - sts.0oe O Nisei -ssexcco O ssomoi o mem TOME "War 0 al -121.0:0 O MOM -S500.003 OSICO.o01 is Prow CnarOyss pourytdes !MON Depolt stncta Origin of bunch: check__ • the cops' It greater than S600:000. intkate the source of weary 7. Client Classification 1 . yrs craw e Ass re sr Nocsechm blbensbacCenteffec onelmetteptalmandrythersofosanaelelarestteltallleDosOlryelcriCho011ib GsterNe fa On 0 2'.44 a &ass CalleeTO a NORM • one alone le D, E. o•F •• rm. Nn euromittn ton Pe DcosatteCircelessO BSA Desto it mooed A. is ma MACS seeded NO nes:7 B Does :he tc..sness hang privet, ATM macho on see? C. 3 Ite coznoss is -onerce/ oserization? D. le We bares; a ;oboe' collate ororganataboal E H the DtellneSS related lo an fl ee of a toreign dovernemmtt flora the lye of relstbrioNo: Win; Onions ed H-actsties real se:Stirs, Name of the Representable who attended your eon: RespOnse 10 Enloodor Went:Names or Social Security: Year: State: Response on Industry Behavior: O O B O O I Ogre: 0 Approved 212 irTJ I/r Commonts. apailcabli 7 '747 r 18E a Inenviewed fry megibilleSsim CONFIDENTlap. SONY_GM_00013476 EFTA_00124119 CONFIDENTIAL EFTA01269323 Customer Due Diligence Virgin Islands Business Accounts RED HOOK QTR B$ THOMAS, VI 00802.0000 Eatable:4100: 11/20/2011 Of Employees: I Account Title (Depositor): NAUTILUS, INC Account - • • S.S/TIN/El Physical Address: LITTLE ST JAMES ISLAND Mailing Address: 8100 T T 02-0000 ST Business Telephone* Business Fax $ internedorbsite Address: Line of Busness: Office Administrative Se NAILS Ccce: Date Annual Sets: $0.00 ND/. ce Officeseenches: 1 Nier. 1.O Om O Lease Adverblatineni O Current Malt O Other Canted Person 2 Account O Solo Proprietorship Nara & Tide JEANNE DRENNAN-MANAGER Centro Person Telephone a (340)775.2525 T i °Partnership °Corp:Met/On °Non-Profit OUP OLLC O Other COM E Conweros1 CneConp Commerce DOA Chectrird O Government erecting O Commercial Checking IOLTA ❑Arraresed CO Arranged CO Offshact (8V1) Arranged OD DOS . . O Conernmeet Suteenent SV : O Onneetlia Statement SV Commerdal OBA Statement SY Commercial MannYzer SV Comirsceal OBA Meanie, SY Commercial Passbook Sonnets 8 Government PassbookSavirms O Condon of Deposit O Otber COMMERCIAL CHECK 3. • Authorized Physical . Sign. (Home) Name: JEFFREY Address: LITTLE C fiCASYST Aistrea31001.40K . . • • • • • EPSTEIN ST JAMES ISLAND OrsopaUsal FINANCIAL Personal Milers Address: CONSULTANT 6100 RED HOOK OTRS Tel 2012 O YES Ontiaptc EMS i: . explain et _____ aftie ailINWitSata: 0 YeSIJ No. illititilll explain why: 4. Account' The Deemed homey rn me Cent minion Commercial Ars:cures Urcer Demme Depositor a not we/Amman as a allapicieg otitis true, cross out The Inteenal Revenue backup withholding. Oats 5. Initial De• i Type: CHECKS A reement Acce•lance cedes Mat Sheet (KYC) and Rates end of popsy, se Depositor subject to backup resal of tenure to exempt from seidera and ttinpkie an Service does X and Tax a Firs:Bane has oar ouspaated as a deoemoty of the opcs•ter and Met c Pas 'ironed the inkimexn coMainaci and fines a scam* al Mb CUL The DeposiW has mowed and agate to the Terms and Agreements Ice Pees Schedule curreney at anal sec as may be amended for the type of account and swim it his seined corpses mat (t) the number shown on dole forms the correct tax ideneeption nuns. and (2) that the vannoking Sn DOON4O: (a) it has not been netted by me internal Revenue 8../ON OM that h N WNW ID wort elate:est a dludends. or (b) gel the IRS has notified Me DeOOSOOt Vat it es no keeper subject to backup witimerding. (3) be Deocereor is a US. entity. (Cross out subpart vont it is not true. If Susanne 3 is not appropriet• Form W-8) not require your consent to en/ provision of this document other than the Catilleation required to Avoid eft $1000.00 0 ..1.-;.2.___ ..x.L.LL..“-td...c. 6. Ex cried Transactions ' Monthl O Yee O No O Yes O No Credits: No. of Treviso:en: O 0 - 10 O 11 -20 021.50 O Other 0 - 5 Tbfal Asnewit fg: O 80 - $5.000 O $5,001 -S15,000 O $15.001 -S50,000 O Other: 30 -31000 Type; O C.si O Oa O meant Transfers O Me Trawlers O P05 O enrol Pared Deposit O Mangers ChedmAgonay Ora O ACM O Other CASH [Mtn 7 Related Currant No. ot Tantectfore: O 0.10 O 11 - 20 O 21 • 50 O Other 0 • 5 Toted Arnount (S): O SO • $5,000 O 55,001-315.000 O $15,001- $50,000 O Other SO • 31000 Type: O Cat O Payroll Accounts •- ,r O Yes O No Account O 0,003 O Account Trans/ft O Wire Transfers O POS 8 Deer CAS-1 a O Ned Deposit O Managers Chew/sow Orders O ACH / %co roinvi a, caw, a a a' &ea- tali, oat- a. • • I Current O The O No sumnure Arecounl Tiers Account TeJe: Financial Institution: NOSOCIal Instaitter rental sate Ise seenie loar • yes. amass. ewe aea CONFIDENTIAL GA CONFIDENTIAL SONY_GM_00013477 EFTA _00124120 EFTA01269324 Irrrr, ItrenerIM Artrgerr •flTri sir n r.f Authorized Signer Physical (Horne) OFAOPLC Name: DARREN INDYKE Address: 2 KEAN CT Occupation: Personal ATTORNEY Malting Address: 2 KEAN CT 3 0145gEMSNitlijijitt 0 Yes O No. explain why: Authorized Signer Name: „. Physic,* (Home) AddreSs: Occupation: Personal Malbrag Address: Se6al Beautify Nantes on of Milx Place of Binh: Se Home Telephone Number Buses Telephone Number: iiihigentilli Mobile Number Emma Adekeew Plfole klentillarecri Type a Surber ieerieiteeton expiation Out D OFACJPLC Ej CHEXSYSTEMS , explais4 ____ Ireimay litalititita CI illielliggealmigligimen D Yes D No. explain why: leiglia Authorized Senior Mane: tlfariliti4 Physical Oionfinddreia: Occupation: Personal Mailing Address: Social teak Newer ease of at ! Place of Birth: Horne Tarns* Hitter Buns Teepee* Minter irgaigiti" Motile Manor Email AddrIMS: la I'hor iderellation TyPersharriben tdatittion Driblika Ott 0 OFAciptic D CHEXSYSTEMS , expla.n galillittiilliat _____ C tigewanitassomoz 0 Yee° NO, explain rev: RibWallil Authorized Signer Physical (Horne) Name: Mailing Address: Address: Occupation: Personal Social Scanty Number: Dale WERT: i s poce of Davy tOrnaiNg Home Telephone Minter Ekshals Telearorie Number, i ~AS Lump» meat. Nasser Ernes Aswess: Miliggaing Phew idenlineaSen T. a Hurter: Went/camp Exprabon Dime: D OFAC/PLC o CHEXSYSTEMS . lain ae latigig~ Itligatijiii 3 .H 0 vets 0 No. explain nty: sow n rterenan Calf Sevres i ere-monk ((Hefner B Credit Card i Ent Fax Overdraft Ire i Pa)Oi D In doe:lit § Cash Management aar Disoossion, oh« On PAIM*Omerl ~WC Sete: warex acme 116 —tiamtem SD NY_DM_000134 78 F rstBankPR000641 CONFIDENTIAL EFTA_00124121 EFTA01269325 ?ern, irbe Crierwent 9.• 'NM mewl herenffireor Hire be enonnen ~ere Is AM" 11-3 k na‘ iL W-9 k fr Checit mermen cat re~ ul clesSen: O ~Acts votewer O (enema ø 20,4":" Request for Taxpayer Identification Number and Certification Ghie Form to the requester. Do not send to the IRS. [3 ~retie T 1/2v sw. K Lenise 1304/ytr'prry (MY% ux asellumleng4C caw al»r. s.e crave:at ••••rtneci SZ tat Inn 1~0 I 8100 Red Hoek QUerter 6S ~me. end. eat en we" the.) t Oey, sue. r SOS 415 St MOT« USVI 00,2 Lie amer ran Enter ~TIN in the appropriate tat The TIN reevkisd MUM well name inab 9a IN ~We IrdOld ~Imp eniterÅdine Fortndylevels. He IS yam axial Neatly swear (84111). tkinnytre ~lent don, ael•litettn•le& b ~et *Miry. lee feri Pan I IlItnezicre n Ø A Fanither eriatell.Ilb yeas eratioyee1dififtetiii rurrberfn•n.11 nv do net have arae4le, site Hew ro gee Wen Pea t. Neg. Pew fl an kiln nine than one ire, 464 th. 4lort a, Nip be pmenee. an .4am ~SS IC 441444. ~meson Under oeneldettot pallry, laret4tr•I 1. Ter rumb..~mt on trie Sinn Is my canes tabinee.dereincebin armbit 9, I en nine 101e numb& 10 be taus] re met. and then Rot S3Set 10 backup aglineldiND been« WI ern etflt inn etAlcuP ~Teti. e' (MI Irr ice been nolUs by darn Nita* 13entee•Ftøttlui I am tweet to berienirnhokerai M atetull as litivre brown s htrost isiAttiegiteig lb. uris ha roiled three ern 4219.93999aieetle be~linel*C. end 3 I am • U.S. C911:041 0t Ca* V.S. COMO &Wined be!~ peWlalpn isabuslient. TOY .,.nat care ass hen 2 stoic fl ea tine been ~MO by ai• IRS that you an wkly stied b ISSSWP WISSOWSØ Istora yale tin heed to tecel 03 Frew and tWeeral or Togs bx rein For real ~de naseorlon. tom 2 den nil appw. Per WSW WA ~elm or antIonnant el ~wed prow,. vecebior el dap, to en ~Vital nterement twanflimareXletå 99noralh Oteern °Owe Own Litecni end diddroe. 404 &OP MS naiad lo Yon Tie orbital:in. terya, mulct POnd. YS1,4 ~MN. See ete Instvcilenien 4. Sign Iliriffilur• or Hate U.S. pence> General Instructions Steen Melen., Se le the In wieell «henna. notni Purpose of Form A ~ion bite • ~red 43 Re an feflin tarn em n lett eye ~Ain yaw coned ~het dinGtadce ~Nat (tell to Meat for Ø.IØ DS to you. mid isra ~no. ricn049, blew. yeti OS, agnflata ezencicetritent et 2e~ oroserrY. eanotileiten Or da, or moderfis sat name K. in PA. Dee Form W-9 cm if yeti ire • V.S. tan friekdina 4 roariene all" to pH!~ year ~et TIN le the person Are regisalen we when ecipicitet. ra 1. Colley ~Ate TIN ant si • Ouetre carat ier you rine ravtog la a rumps: to be Maid). 2. CeO0 that you be roe outgo« to tuitituit wrnolON. or i QS" exernpUnnem bØV”Whfritt Ili Y you we aUS ~net PIS • aperauk Yeti ise else centyne Pet •• • 1.1.& Owen WU aces. an ern partn~p ~WIG Iran • U.S. bade oe twines. tana SSW» the ~Mg Won leenn pettier, Sere Nadia* cOnnatiei imam Ds> 44eit-t *AKIN ~Ater cevr you a kern «bet man Fe" W-9 le recternt yew la. 404 4111/51 WO TO 110~ 144.1 4 It it euteUrestry tinier to ttn• Sown W-g. DeNnIllen droll& ~on. For Wont rut ~eta you ere otraldwed a US. prime it you art • An ttatrickel etc. k •1.9.8. Olken er Wt. mirk« den. • A pennant* caprata.Mprry,a seetteielen crest or agarJetel In the Unded Alyea tide be Ian of the these 81tena, • ki ~tote Ilan e Amen ateript • A caresitavet (as ØF %watt ca. seet~301-7701-7). Semis' nåee for pannenhit a. Perritte. Nit Canal ~le a busbies in the ~et ~ea ere geonly reckired la pep» vAlhhaking tip cn aytØr oaten' shoe DI irriirne awn sch tables. Ftrihet in eaten oases ...twin ion Wit Vs nee OM ram; pirewehip it named ID pas:me Vial a porno Is • beige Pleak ad pay thownqkfro In Printere it you are et" wean IS lea rennet n a ratiersint ccAte tree a tr•de a tikr~ln in Wilted Stites. are,ide Fenn tsi.9 to the put-enrip itetee(st War U.S. titans Old nee] o•inliediNg on yas ei‘ar• rircarinerthke bears CONFIDENTIAL Cain Mein( Fe, W•9 ~flat t) CONFIDENTIAL. SO NY_GM_00013479 EFTA_001 24122 sue-ett rereissepailetery ma", roe as. EFTA01269326 yuc CUARTecten' OP Meg TRIMITLIEY Ine-in/Ttireat ~RN SERVICII CINCINNATI al 4099-00ra IT ASSItnlin WV AN DIPLOPIA Iteinlilaeri0N MINRIK or ~being for en EmPloyer Identification Eueber (Em). We assigned you IlligleiThus 1122 will identify you, your balnimia ecocunts, tax return', and if You .--ve ro employee. Please keep thee notice in your pernsmot records. when filing tax Comments, payments, an* related oorrespondence, St is very Important that you use your UN and complete nose and address erectly as shown above. any variation may came a delay in processing, result in Incorrect inforwaticm In your account. or even cause you to be amIgnied lane than one IDS. If the informal«, la not cornet as shoat above, please make the correction using the attached tear off scub end rotoro it to us. Used an the information received iron you or your mgreruntlitive, you sun file Chia following fermis) by the datelg Shows. Pone 1120 03/15/1012 If you have Negations about the form(*) or the Eve dote(*) she" you cso call ue at the plume ember or write to us at sha address shown et the top year), this ~Va. you lead help la detiere~ Pater Mauna awing portnit (tax year), sae Publication 23e, Accenting Period* end Method.. We entailed you • tea classification bead cm informattin obtained trawl you or your reptescatIve. It is no: e legal detersinetion of your tax cl ***** iceition. and la not bdniting on the Mg. If you want • legal determination of your tax classification. you Rey request a private letter ruling from the Inre under the guidelines in Revenue Proceduerr. 20C4-1. 2004•1 1.R.E. 1 (or supsemeelbeg Revenue Procedure far the year at issue). Inoue Certain tax classification elections man be reemasted by filing Porn ea31, Rarity dlissitication Election. See Fenn 8132 owl it. Instruction* for addlUonel intonation. INP0PTAM nreopearzon UGC CORPOUTION ELECTICite: it you intend to elect Co file your return as a small business corporation, an election to file a Pon 1U0-8 mat be made within certain tinafrenes and the corporation mat meet certain tests. All of this information is included in the instrUalons for Pone 2513. Election by • bean desiden 01,11,raCIC0 - • CaIRDENTietstBankPR000643 CONFIDENTIAL EFTA_00 I 24.123 SDNY_GM_000 13480 EFTA01269327 Business Verification Results- Page 1 of 1 Business Vertlutton Results ler RESULTS SUMMARY OFAC CHECK: PASSED !DV RESPONSE: NO MATCHING RECORDS FOUND FOR ENTITY Override Comments: On 05/04/22 at 02:59:02 Nadelin Colon Added: Cleared - Other (type in reason) The Articie of Incorporation and By Laws in addition the 9S-4 date 12/19/2011 was subnitted tram the Client. EIN: INPUT DATA Name: Nautilus, Inc Address: Little St James Island St Thomas VI 00802 Phone: Account number: Account Status: OPENED Print This Pass - Close IMPORTANT INFORMATION FOR CONSUMER REPORT Si IDENTITY VERIFICATION SERVICES This consumer/Miners data is being furnished in osnnection with a tranfactkin inAtated by the consumer. and / or in accordance with the written IrerteastfeS of the consumer. to whom the Information relates as provided for under the federal Pair Crete Reporeng Act (eCRA) or the Gramm Leach pillar act (GAN: or is being useS In connection with account review as provided for under the SCR& The data contained in this report may be viewed of printed for no other purpose. Information returned in Csmsumer Report services may not be viewed or Demme in connection with making • pre-approved firm offer of credit (prescreen) lutps://production.peoleyine.com/peoley/secureNBERepOI0444100?modeptuitio ' idis107... 514/20 CONFIDENTIAL SONY_GM_00013481 FirstBankPR000644 EFTA 00124124 EFTA01269328 QualiFile (NAC) Pagel of 1 IMPORTANT INFORMATION FOR CONSUMER REPORT & IDENTITY VERIFICATION SERVICES 1115 eanetimerMvernels data ie being funtreed in connection with a trenefictron initiated by the consumer. and f or in acCordence with the written Instructions Of the °martinet, to whom the information relates as preened for under the federal Fair Credit Remedy Act (FUN) or the Gramm leach Bliley Act (GU3A); or 5 being used in connection with account refine as provided for a the BRA. The data contained In this reload may be ykeetti or ;tinted for no other purpose. Triormation retureed in Consunw Report services may not be Viewed Cr printed in connection with Irelkin; a pee-approved nrm over or Credk (Oresoraian). Business Information Response Business Information (As Entered) Nautilus Inc Fed Tax Little SI James Island St Thomas. bl 00802 Non FCRA Identification Information Federal Tax Id & Business Name Match . No ChexSystems0 History No Closures Found No Purchased Debt Found No Previous Inquiries Found NIS Reference Detail Tranactien Tracking ID: Erintibitinge - Close (I) C haps://production.pealeyine.com/penley/secturfehexSystemeBasinessReport.do?reporifype... 5/4/2012 CONFIDENTIAL CONFIDENTIAL . 45 SONY_GM_000 13482 EFTA_00124125 EFTA01269329 i First Bank Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Pre: Jeff -e . — Date of Beth: Place a •- . _ - mt . D Birth: NY SOcfal Security. Cattensitip: ..) Hon • Phone: Other. Physkai Address: Mailing Ude Baird James istend $100_Nici Hook Quartette., St, Thomas Vi 00602 St. Thomers,V 00602 Place of Employment: Financial mist Collialinv Occupation: Financial Consaant Work Rhein Emit Relation ee TYPe Siffaireenent Address: 6100 Red Het* Outran B3 Swinton flOWDrfrin Recurrent Source: 0 Ow Businete O Private O GeosroMele O CISW, apetlfy Annual Income: O 10.01 - $50.001 O wool - sumo a 5150,001- $250000 Eg ova $230.000 3. Client Clar.sitication • ere a-werew *flint C o(Ne Wry swarm pe Wet ste Censilose man ear anl a.rees Wt., it nos:Was egabbil 'r.Cte C'Swe OWSS-C...v.awe For :rorotaA off-Nen :xi:4re a Pic II Pak. • Its ..0.9 1!C C eye; t1In •00400, pan py °MOW:, DopairteetSSA Ouw:s WaOad • Inticate whether the cent a a nonresktere awn: RINGS *100000) B. ifKlialt0 vrtether the Client is a teurkint seen. (HAlOS 0200000) C. indicate seethe: the Oast a related to an oecat of a ',yelp govemencen sold document the type of releBooshiR SWOCOD) Yes No ▪ IE ▪ 0 ID 0 4 vent caTon S tem rot ose Holy r. Contmgency Pond C HE XS YS TEM was c al'ed Name of the Representaave veto attended your call: Response to Social Security: Year Stale: Response on industry Behavior. . _ _ _ Response on 5. Account Opening Authorization I A; Approved Commie, if sppROINS: K Denied Ingrakceegb__ N1410.11014119 CONFIDENTIAL CONFIDENTIAL SONY_SM_000134/33 EFTA_00124126 EFTA01269330 First Bank Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Existing Account Number 7321000005 Account Number which Is attached to the Signer naliCataaa- 1 Autherwed Signer Information Name. Carter, • 0 CI Ph • Sane Place of Emosermerm O*770n K IncinaUst Work Phone: Occupation: Email: Relation AcCant new Employment Address: Recurrent Source: O Own Business a Mists O Gem-erne* O Ms. We** Annual Income: Met - S50.001 • S50.001-1150.000 8160.001• 000 • Oyer Stso.003 3. Client Classincatcen . ems anise/dm fps axiCefthetabaroosetnt die cleat flea conntreiNpn4SkYdatlavettOnts needed is atalgia.hei•Os Alma. ChectW.Gui:Nrce For exfsea.gt arElassecntalvklea NORSE • PMe anneal CO os. l'estflial ten Ma Coesdarce Deortetaga :Amos a Moan Yee No A. inclate whether Ma Client is a Penton :art Wen. (NIJCS*100303) 0 B. 'mks wheeler the dent ke e resdent aban- (NAGS /0200000) 0 0 C. Waage whether the dent is related to an °Pew of a foreign ;merman, and clx‘nter.t npe or reSt.cntro 0 0 CNAICS 94001101 t. Verilicatron System For use only Name of the Representative who attended your call: Response to Social Security: Year: Stale: Response on Industry Behavior. Response on 10: 5 Account Opening Authowat.on s Contingency ', Ian 4 CI lEXSYSIElh Vea.‘ y -Approved e/Y; 14.1 Comments, It applicable: 1011.13011111 O Denied SO NY_GM_000 13484 CONFIDENTIAL FirstBankPR000641 EFTA 00124127 EFTA01269331 Corp No. 561975 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES — 0 — CHARLOTTE AMALIE, St THOMAS, VI 00802 cgo ZUI to *nom alga resents Syau CouteD I, the undersigned, LIEUTENANT GOVERNOR, DO hereby certifies that NAUTILUS, INC. Business Corporation of the Virgin Islands filed in my office on November 22. 2011 as provided for by law. Articles of Incorporation, duly acknowledged. WHEREFORE the persons named in said Articles, and who have signed the same, and their successors, are hereby declared to be from the late aforesaid, a Business Corporation by the name and for the purposes set forth in said Ankles. with the right of succession as therein stated. Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 27th day of December, 2011. GREGORY R. FRANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL FirsoankpRoo0648 SDNY_GM_00013485 CONFIDENTIAL EETA_00124128 EFTA01269332 AFFIDAVIT RE NOT DOING BUSINESS I, Darren Indyke, being of lawful age and after having been duly sworn, state that 1. I am, and have been from the date of the filing of the Articles of Incorporation, a copy of which is attached hereto, the Secretary of Nautilus, Inc. ("the Company"). 2. I hereby confirm that the Company never did any business of any kind from the date of the filing of the Articles of Incorporation through the date of this statement and further state that the Company has no intention of doing any business in the foreseeable future. 3. I hereby further confirm that the Company was formed solely for the purpose of holding certain real estate, and it is not intended to be used for any type of business. 4. 1 hereby further confirm that the Company will not do any business of any kind prior to applying for and obtaining a United States Virgin Islands Business License, a copy of which will be delivered to the Bank 5. The Company requires a bank account for the purpose of corporate expenses. 6. I have personal knowledge of the facts herein stated. C. L L Darren Indyke IN WITNESS WHEREOF the parties have signed and sealed this agreement this 18th day of April, 2012 SUBSCRIBED AND SWORN to me this _ ti day of ALe 2012 otary Public HAWS. SELLER Notary Public. State of New York No. 016E4853924 austifwe in Outdone County Commission Crones Fels 17.23 SDNY_GM_00013486 CONFIDENTIAL FastBankPRO00649 EFTA_00 I 24 I 29 EFTA01269333 ARTICLES OF INCORPORATION OP NAUTILUS, INC. We, the undersigned, for the purposes of associating to establish a corporation for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the Virgin Islands of the United States (hereinafter called the "Virgin islands"), and particularly the General Corporation Law of the Virgin islands (Chapter I, Tide 13, Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE I The name of the Corporation (hereinafter referred to as the "Corporation" is Nautilus, Inc. ARTICLE II The principal office of the Corporation in the Virgin Islands is located at 9100 Havegsiga?. Port of Sale, Suite 15-16, Sc Thomas, US. Virgin Islands, 00802 and the name of the resident agent orilie Corporation is Kellerhals Ferguson LLP, whose mailing address is 9100 Havensiett, Pan of Sale, Suite 1514, St. Thomas, U.S. Virgin islands 00802, and whose physical address 9100 Havensight, Port of Sale, Suith 15.14, St. Thomas, US. Virgin islands. tv ARTICLE M Without Limiting in any manner the scope and generality of the allowable functions of the Corporation, it is hereby provided that the Corporation shall have the following purposes, objects and powers: (1) To engage in any lawful business in the United States Virgin Islands. (2) To enter into and any out any contracts for or in relation to the foregoing business with any person, ruin, association, corporation, or government or governmental agency. (3) To conduct its business in the United States Virgin Islands and to have offices within the United States Virgin Islands. (4) To borrow or raise money to any amount permitted by law by the sale or issuance of obligations of any kind, to guarantee loans, other types of indebtedness and financing obligations, and to tease the foregoing by mortgages or odic: liens upon any and all of the property of every kind of the Corporation. (5) To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attaimnent of any of the objects or the exercise of any of the powers herein set forth, either alone or in connection with other firms, individuals, associations or corporations in the Virgin Islands and elsewhere in the United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing our of or connected with the said business, purposes, objects and power of soy part thereof not inconsistent with the laws of the Virgin Islands, and to exercise any and All powers now or hereafter conferred by law on business corporations whether expressly enumerated herein or not. The purposes, objects and powers specified in this Article shall not be limited or restricted by reference to the terms of any other subdivision or of any other ankle of these Articles of Incorporation. CONFIDENTIAL SDNY_GM_000 13487 CONFIDENTIAL FirstBankPR000850 EFTA_00 I 24 I 30 EFTA01269334 ARTICLE Iv The total number of shares of all classes of stock that the Corporation is authorized to issue is Ten Thousand (10,000) a ntes of common stock at 3.01 par value; no preferred stock authorized. The minhnum amount of capital with which the Corporation will commence business is One Thousand Dollars (31,000). ARTICLE V The names and places of residence of each of the protons forming the Corporation are as follows: Wag £ESIDRNCF Erika A. Kellett's Gregory]. Ferguson Brett Geary ARTICLE vi The Corporation is to have perpetual existence. ARTICLE VII For the management of the business and for the conduct of the attain of the Corporation, and in further creation, definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders, it is further provided: (1) The number of directors of the Corporation shall be fixed by, or in the waidner provided in, the by-laws, but in no case shall the number be fewer than three 2). The itiectors need not be stockholders. (2) In furtherance and not in limitation of the powers conferred by the laws of the 'rutin Islands, and subject at all times to the provisions thereof, the Board of Directors is.txpressly authorized and empowered: (a) (b) (c) To make, adopt and amend the by-laws of the Corporation, sarlajeci to the powers of the stockholders to alter, sepeal or modify the by-laws adopted by the Board of Dilemma. To authorize and issue obligations of the Corporation, sawed and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in its sole discretion may determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed montages and liens upon any property of the Corporation, real or personal, including after acquired property. To determine whether any and, if any, what part of the net profits of the Corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof. 2 SDNY_GM_00013488 CO-NFIDENTIAL CONFIDENTIAL FirstBankPR000651 EFTA_00 I 24 I 31 EFTA01269335 (d) (c) To set apart a =Serve or Maya, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the business of the Corporation (including the acquisition of rail and personal property for this purpose) and for any other purpose of the Corporation. To establish bonus, profit-sbaring, pension, thrift and other typos of incentive. compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the Corporation, and to fix the amount of profits to be dimibuted or shared or contributed and the amounts of the Corporation's funds or otherwise to be devoted thereto, and to determine the persons to participate in any such plans and the amounts of their respective participations. (0 To issue or grant options for the purchase of shams of stock of the Corporation to officers and employees (Including officers and employees who ate also directors) of the Corporation and on such terms and conditions as the Board of Directors may from time to time determine. (g) To enter into contracts for the management of the business of the Corporation for terms not exceeding five (5) years. 00 To exercise all the powers of the Corporation, except such as are con fened by law, or by these Articles of Incorporation or by the by-laws of the Comma non upon the stockholders. (I) To issue such dazes of stock and series within any class of stock with such value and voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as is stated in the resolution or resolutions providing for the issue of such stock adopted,I the Board of Directors and duly filed with the office of the Ia. Governor of the Virgin Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be amended from time to time. ARTICLE VIQ No stockholder shall sell, convey, assign or otherwise transfer any of his or her shares of stock .nriti;Out first offering the same to the Corporation at the lowest price at which the stockholder is willing to dispose of the same; and the Corporation shall have thirty (3O) days within which to accept same; the Corporation shall notify the stockholder of its election in writing. If accepted by the Corporation, the stockholder shall promptly assign the shun of stock to the Corporation, and the Corporation shall promptly pay therefor. If the Corporation rejects the offer, then the stockholder shall offer the stock to the remaining stockholders under the same wens as offered to the Corporation; and the remaining stockholders shall have thirty (30) days within which to collectively or individually accept the same in wiling. If the remaining stockholders reject the offer, then the stockholder shall have the right to sell the stock at the same or a greater price than that at which it was offered to the Corporation. If the stockholder shall desire to sell the stock at a lesser price than that originally quoted to the Corporation, the stockholder must then repeat the process of offering the stock for sale to the Corporation and the stockholders in turn. Shares of stock in this Corporation shall not be transferred or sold until the sale or transfer has been repotted to the Board of Directors and approved by them CONFIDENTIAL 3 CONFIDENTIAL FirstBankPR0006.52 SDNY_GM_00013489 EFTA_D0 I 24 I 32 EFTA01269336 No stockholder shall pledge as coulter-al for indebtedness any shares of stock without first obtaining the written consent of a majority of the disinterested members of the Board of Directors of the Corporation. ARTICLE IX At all elections of directors, each stockholder shall be entitled to as many votes as shall equal the number of votes that (except for such provision as to cumulative voting) the stockholder would be entitled to cast for the election of directors with respect to his or her shares of stock multiplied by the number of directors to be elected. The stockholder may cast .11 votes for a single director or distribute them among any two or more of than as he or she may see fn. At least ten (10) days notice shall be given, however the shareholders are entitle to waive notice of the meeting as provided by law. Furthermore, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLE X Subject to the provisions of Section 71, Title 13. Virgin Islands Code, the Corporation may enter into contacts or otherwise canna business with one or more of its directors or officers, or with any firm or association of which one or more of its directors or officers are members or employees, or with any other corporation or association of which one or more of its directors or officers are stockholders, directors, officers, or employees, and no such contact or transaction shat be invalidated or in any way affected by the fact that such director or directors or officer or officers have or may have interests therein that are or might be adverse to the interests of the Corporation even though the vote of the director or directors having such adverse interest is necessary to obligate the Corporation on such contract or transaction, provided that in any such use the fact of such interest shall be disclosed or known to the directors or stockholders acting on or in reference to such contract or erase:Lion. No director or directors or officer or officers having such disclosed otimatt adverse interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other person for any loss incurred by it under or by reason of any such contract Of transaction, nor shall any suchiclArector or directors or officer or officers be accountable for any gains or profits sealired thereon- The provisions of this Article shall not be construed to invalidate or in any way affect any contact or transaction that worn d otherwise be valid under law. ARTICLE XI (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a pasty to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, offices, employee, or agent of the Corporation, or is of was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her m connection with such action, suit, or proceeding if. (I) he or she acted (A) in good faith and Q3) in a manner reasonably believed to be in or not opposed to the best interests of the Corporation: and (2) with respect to any criminal action or proceeding, he or she had no reasonable muse to believe his or her conduct was unlawful. 4 L CONFIDENTIAL FttalEenkPR000053 SDNY_GM_00013490 EFTA_00124133 EFTA01269337 (h) (c) (d) The termination of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manna which he or she reasonably believed to be in or not opposed to the best interests of the Commotion and, with respect to any climatal action or proceeding, had seasonable cause to believe that his conduct was unlawful. The Cotporation shall indemnify any person who was or is a pony or is threatened to be madcap/at). to any threatened, pending, or completed action or suit by or in the tight of the officer, employee, or agent of the Corporation, or is or was saving at the request of the venture, must, or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or nit if he ot she acted: 0) in good faith; and (2) in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification shall be made in respect of any claim, issue, or matt= as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall dean proper. To the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to inAubiarttgaphs (a) and (b). or it. defense of any claim, issue, or matter drain, he or she shall be indemnified against expenses (including attorneys' fees) actually and seasonably incurred by him or her in connectiOniheravith. Any indemnification under subparagraphs (a) and (b) (unless ordered by a court) thalThe mideby the Corporation only as authorized in the sped& case upon a determination that he maim had met the applicable standard of conduct set forth in subparagraphs (a) and (b). Such dererriiination shall be made: (1) by the board of directors by a majority vote of a quorum consisting of dire tois'who were not parties to such action, suit, or proceeding; or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. (e) Expenses incurred in defacing a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the foal disposition of such action, suit, or proceeding as audtorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, office; employee, or agent to repay such amounts unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this article. (t) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a 5 SDNY_GM_00013491 CONFIDENTIAL First6ankPR0006$4 EFTA_00 I 24 I 34 EFTA01269338 director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person. (g) The Corponidon shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agar of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him of her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to mdannify him or her against such liability under the provisions of this Article. ARTICLE= The Corporation reserves the tight to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions authorized by the laws of the Virgin Islands in the manna and at the time prescribed by said laws, and all rights at any time conferred upon the Board of Directors and the stockholders by these Articles of Incorporation are granted subject to the provisions of this Article. (signature page follows] 6 CONFIDENTIAL CONFIDENTIAL SDNY_GM_000 13492 EFTA_00 I 24 I 35 EFTA01269339 IN 'WITNESS WHEREOF, we have hereunto subscribed our names this au day of November, 2011. TERRITORY OF THE UNITED STATES VIRGIN ISLANDS ) DISTRICT OF ST. THOMAS AND ST. JOHN The foregoing instrument was acknowledged before me this Mk day of &emuha 2011, by Erika A. Ke&Thais, Gregory J. Ferguson, and Brett Geary. GINA MARIE BRYAN NOTARY PUBLIC NP 08909 coassstoN EXPIRES OW2EV2013 ST. THOMAS/ST. JOHN. USVI 7 CONFIDENTIALp. SDNY_GM_000 13493 CONFIDENTIAL EFTA_00 I 24 I 36 EFTA01269340 DATE STAMPED COPY Consent of Agent for Service of Process This writing witnesseth that the undersigned KeIlerirals Ferguson UP having been designated by Nautilus, Inc., as agent of the said company upon whom service of process may be made in all suits arising against the said company In the Courts of the Virgin Islands, do hereby consent to act as such agent and that service of process may be made upon me in accordance with Title 13 of the Virgin Islands Code. IN WITNESS WHEREOF, I have hereunto set my signature this 21" day of hki've 2011. Kellerhals Ferguson ELF NttN and mom to before me this 210 day of OctMF, W11. b • and for Territory of the United States Virgin Islands My commission expires: GINA MARIE BRYAN NOTARY PUBLIC NP 069.09 COMMISSION EXPIRES 0928,2013 ST. 1140/SAS/ST. JOHN, USVI L CONFIDENTIA FirstBankPRO00857 SDNY_GM_00013494 EFTA_00 I 24 I 37 CONFIDENTIAL EFTA01269341 BYLAWS OF NAumus, INC. ARM, F I - fwarrs The principal office of Nat:taus, Inc. (the 'CMpontion, in the US. Virgin Islands shall be located and maintained in Sc Thomas, U.S Virgin Islands, as designed in the Andes of Incorpontion or at such location in the U.S Virgil Islands as may be changed from time to time at the discretion of the Board of Directors. The Corporation may also maintain an additional office et offices at such other places within the US. Virgin Islands as the Bond of Directors may, from time to time, designate. Alajr,LE IL- MEETING OF SHAREHOLDERS Section 1 —Annual Meeting,- The annual meeting of the sharcholdeta of the Corporation shall be held each year on the third Wednesday in December, or on such other date as shall be specified in the notice or executed waiver of notice thereof and agreed to by the shareholders, for the purpose of electing directors and tea:peeing such other business as may properly come before dye meeting. A complete list of all shareholders entitled to vote at annual shareholders meetings shall be prepared by the Secretary and made available for inspectional sad meetings. qe`ft14111 7— Special Meedna, Special meetings of the shareholders may be called at any time by the Board of Dirreton or by the President, and shall be called by the President or the Secretary at the written expect of the holden of a inanity of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of Tide 13 of the Virgin Islands Code, Sections 1453,15 they may be from time to time amended. Section 3 —flake of Meetings- All meetings of shareholders shall be held in the US. Virgin klands at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of nonce of such meetings and may be held telephonically. Section a —Notice of Meetings; (a) Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or specsaL stating the time when and place where it is to be held, shall be saved ether personally or by mad, not less than ten (10) or more than fifty (50) days before the meeting, upon each shareholder of record entitled to vote at such meeting, or the shareholder-3s designated agent, and to any other shareholder to wheat the giving of noun may be moused by hot Notice of a special meeting shall also state the purpose or purposes for which the taming is called, and shall indicate that it is being issued by, or at the direction of, the pason or peeress calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, cantle shareholders to receive payment for their shares pursuant to the applicable prOVISi011t of Virgin Islands Code, the none of such met Ong shall include a statement of that purpose and to that effect If mailed, such notice shall be directed to each suds shareholder at the shareholder's addreas. as it appears on the records of the shareholders of the Comotation, unless be or she shall have preciously filed with the Secretary of the Corporation a written request that notices intended for the shareholder be mailed to the shareholders' agent CONFIDENTIAL S0NY_GM_00013495 CONFIDENTIAL FirsteeNcl, R000858 EFTA_00124138 EFTA01269342 and/or some other address, in which can, it shall be nailed to the person and address designated in such request (b) Notice of any meeting need not be given to any person who may become a shareholder of record after the nulling of such notice and prior to the meeting or to any shareholder who attends such meeting in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned nuang of shareholders need not be even, unless otherwise required by atitant. (C) Whenever the vote of stockholders at a meeting thereof s required or permitted to be taken in connection with any corporate action, by any section of this chapter, the meeting and vote of stockholders may be dispensed with, if all of the stockholder who would have been entitled to vote upon the action if such meeting were held, shall cealbalt in writing to such corporate action being taken. (d) Whenever any notice whatever is required to be even under the provisions of this chapter, or under the provisions of the articles of incorporation or bylaws of any corporation organized under the provisions of this chapter, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated in said notice, shall be deemed equivalent thereto. Seems - (hann•ng Except a, otherwise provided herein, or by the applicable provisions of the %%fin Islands Code, or in the Articles of Incotpootion (such Amides and may amendments thereof being herein collectively referred to as the "Articles•) at all meetings of shareholders of the Cntporatioo, the presence at the commencement of such met-tangs in person or by proxy of any number of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of n meeting shall have no effect on the existence of a quonnn, after a quorum has been established at such meeting. Seddon 6 —Verifier (a) Except as otherwise provided by applicable provision of the WW1 Islands Code or by the Articles of Incorporation, any corporate action to be taken by vote of the shszeholdtits shall be authorized by a majority of votes east at a meeting of shareholder by the holders of shares entitled to vote thereon. (b) Except as otherwise provided by 'ennoble provision of the Virgin Islands Code or by the Amides of Incorporation, at each rotting of tharettolders, each holder of record of stock of the Corporation entitled to vote thereat slag be entitled to one vote for each sham of stock reentered in his or ha name on the lmoks of the annotation. (C) Each shareholder entitled to vote or to express consent or dissent without a sneering, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder or the shareholder's attorney in fact thereunto duly authorized in writing. No prom shall be valid after expiration of eleven (11) months from the date of its execution, unless the person executing sane directs in said proxy that it shall continue in force for a longer period of time. Such instrument shall be exhibited to the Secretary at the meeting and shall be fled with the records of the Corporation. (d) Shares registered in the mane of another corporation, if entitled to be voted, may be voted by the President or a proxy appointed by the President of such other corporation, unless some other person has been appointed to vote such shares pursuant to a by-law or a resolution of the board of directors of such 2 SONY_GM_000 13496 CONFIDE NTIankpR000 . 9 CONFIDENTIAL EFTA_00124139 EFTA01269343 other oorporation, in which use such person may vote such shares. Any fiduciary may vote shares registered hh thc name of such conorstion as such fiduciary, tither in person or by proxy. (o) Any resolution in writing signed by all the shareholders astided to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly pawed by unanimous vote at a duly called meeting of shareholders of such resolution so signed and shall be inserted in the Minute Book of the CoTF01600 under its proper date. ARTICLE If1 - BOARD OF DI • ' at OS Sesfalknr11311Sallifcalittballegtin gLiffinca (a) The numb= of Directors of the Corporation shall be three (3) unless and until otherwise determined by vote of a nujority of the entire Board of Ditectots. The number of Directors shall in no event be less than three (3). (b) Except as may otherwise be provided herein or in the Articles, the members of the Board of Director of the corporation, who need not be sharcholdets, shall he ejected by a majority of the vote cast moneybag of shareholders, by the holders of shares, present in person or by proxy, cabbed to vote in dic election. (c) Each Director shag hold office until the annual meeting of the shareholders next succeeding his or bee election, and until his or her suctiersor is elated and qualified, or until his or her poor death. resignation or removal. 3g.iiartali,rogliateroc,t33 The Hoard of Directors shall be respomible for the control and management of the affairs, property and interests of the Corporation. and may exercise all powers of the Corporation, CtiCept as are in the Amick* or by applicable provisions of the Virgin Islands Code expressly conferred upon or mewed to the shareholders. 'ocean 1- Annual and Regular hfretintsy MouGss- (a) A regular annual meeting of the Board of Directors shall be held immediately following the anottl meeting of the shareholders, at a place of such annul meeting of shareholders. (13) The Board of Directors, from time to time, may provide for the holding of other regular meetings of the Board of Droscrots, and may fir the rime and place thereof. (c) Notice of any regular meeting of the Board of Dirootots shall not be requited to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regsl'or meting, notice of such action shill be given to each Director who shall not have been present a the sneering at which such action was taken within the time limit, and in the manner act forth in paragraph (b), Section 4 of this Article III, with respect to the special meetings, unless suds notice shall be waived in the manner set forth in pttagmpla (c) of such Section 4. Carden 4 — Simnel Meetings: Notices: (a) Special meetings of the Board of Directors shall be called by the President or by one of the Directors, at such time and place as may be specified in the respective notices or waivers of nonce thereof 3 CONFIDENTIAL CONFIDENTIAL FirstearikPRO00660 SDNY_GM_000 13497 EFTA_00124140 EFTA01269344 (b) Except as otherwise required by the apptiable provisions of the Virgin Islands Code, notice of *pearl meetings shall be mailed directly to each Director, addressed to the Director at his or her residence or usual place of business, at thus three (3) dap berme the clay on which the meeting is to he held, or shall be sent to the Dimmer AL such place by frainthe or email, or WWI be debated to him or her personally or given to him or ha orally, not later than twenty-four (24) hours before the rime at which the meeting is to be lidd. A notice, or waiver of notice, except es required by Section 8 of this Article hill, need not specify the purpose of the meeting. (c) Notice of any special meeting shall not be required to be given to any Director who shall attend such meeting without protesting the lade of notice to the Director prior thereto or at its commencement, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be give. (d) Unless otherwise restricted by the articles of incorporation or bylaws, any action requited or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if Al members of the beard or =nominee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of pea...ceding; of the board, or committee. frctinn S — Chairman. At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chaiman, or if the Chaiman shall be absent, then the President ?ball preside, and in the President's absence, a Chairman chosen by the Directors shall pseside. 8rerion 6 — Quorum and Athournmeur (a) At all meetings of the Board of Directors the presence of a majority of the entire Board shall be necessary and sufficient to constinne a goon= for the transaction of business, except as otherwise p.o.kkd by law, by the Articles, or by these Bylaws. (b) A majority of the Directors present at the time and place of any regular or special meeting although less than a quorum, may adjourn the same from time to time without toast, until a quorum shall be pees= Gallon 7 — Mannar of Amine (a) At all meetings of the Board of Directors, each Director present shall have one vete, irrespective of the number of shares of stock, if any, which the Director may hold. (b) Except as otherwise provided by applicable provisions of the Vizier's Islands Codes by the Articles, or by these Bylaws, the action of a monty of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action cognized or pertained to be taken at any meeting of the Board of Directors or any coalmine° thereof, which action is luthetited, in tug by all of the Directors entitled to vote thereon and filed with the Minutes of the proceedings of the Board or the committee shall be the act of the Board of Directors or the committee, as the case may be, with the same force and effect as if the same bad been passed by unanimous vote at a duly ailed meeting of the Board or the committee cniion 8— Vitamins Any vacancy in the Board of Directors occurring by tenon of any increase in the number of Directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a Director by the shareholder(s) shall be filled by the sthreholdiths) at the meeting at which the rememil seas effected) or inability to 4 • FirstBankPR000661 SDNY_GM_00013498 CONFIDENTIAL EFTA_00 1 2414 1 EFTA01269345 act of any Director, or otherwise. shall be r&ti for the unexpired portion of the tenn by * majority vote of the remaining Directors present, though lets can a quonerk at any regular meeting or special meeting of the Board of Directors. tereion 9 — Resilmatjgg; Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Baud of Directors or such officer, and the acceptance of such resignation shall not be necessity to make it effective. aolaa19=liamizak Any Director may be removed with or without cause at any time by the iffermatise vote of shareholdet(s) holding of record in the aggregate at lent a majority of the outstanding shares of the Corporation at a special meeting of the shareholders caned for that purpose, and may be removed for muse by action of the Bond. Section 11— Solar No stated salty shall be paid to Directors, as such, for their cervices, but by resolution of the Board of Directors a fixed sum and expense% of ineudince, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Portion 12— Contracts• (a) No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any Detector be liable in any way by tenon of the fart that any one or more of the dices-ton of this Contention is or am interested in, or is a director or officer, or are directors m officers of such ocher corporation, Fronded that such Etas are disclosed or made known to the Board of Directors. (b) Any Director, personally or individually, may be a patty to or may be interested in any contract or tnosaction of this Cothotation, and no Director shall be liable in any way by tenon of such interest. provided that the fact of such interest be adored or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such connate or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such Director at the meeting at which such action is taken. Such Director or D irectors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or 111 any way affect any contract or other transaction which would otherwise be val.•d under the law (common, statutory or otherwise applicable) thereto. Section f i — C.ommittwey The Board of Directors, by resolution adopted by a majority of the entire Bond, may from time to tune to time designate from among its members an executive committee and such other committees, and alternate manbas thereof, as they may dean desirable, each consisting of two (2) or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board. 5 SONY_GM_00013499 CONFIDENTIAL CONFIDENTIAL EFTA_00124142 EFTA01269346 ARTICLE IV - OFFICERS (a) The officers of the Corporation shall consist of a President, Secanuy, Treasurer, and such other officers, mend/1g a Chairman of the Board of Directors, and one or more additional Vice-Presidents, Annum Treasurers or Assistant Sectaries, as the Board of Directors may from time to time deem advisable However, the Company is not required to have officers other than the President, Secretary and Treasurer. The President of the Corporation shall be and any other officer may be, a Director of the Cooperation. Any two offices (but not more than two) other duo the offices of Chair:inn of the Board or President and Searetary or Assistant Secretary may be held by the same person. (b) The officers of the Corporation shall be elected by the Board of Directon at the regular annual meeting of the Board following the annual meeting of shareholders. The salaries of all officers shall be fixed by the Board of Directors. (C) Each officer shall hold office until the annual meeting of the Board of Directors non succeeding his election, sad until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. Section 2— Bridgestone- Any officer may resign at any rime by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of die Corporation. Unless othersise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective Section 3 — Removal. Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time. Conlon 4 —Varoneirair A vacancy in any office by reason of death, onigrodon, mabffity to act, disqualiticnion, or any other nun, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors. coorrina —Duties cof Officers. Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors. (a) The President shall be the chief exonadve officer of the Corporation. (b) The Vote-President, if any, shall perform the duties as required by the President or the Board of Directors. Doling any absence or incapacity of the President, the Vice-President shall be the acting chief executive office of the Corporation, arming the duties of the President until the President's resumption of seine or until otherwise directed by the Bond of Directors. 6 CONFIDENTIAL CONFIDENTIAL FirstBankpRo00.63 S0NY_GM_000 13500 EFTA_00124143 EFTA01269347 (C) The Treasurer shall have the custody of all books of account and the funds and securities of the Corporation He shall &bunt the funds of the Corporation in payment of just demands against the proper vouches for such disbursentue He or she shall render an annual report to the Board of Directors for the benefit of shareholders concerning the faience: of the Corporation. The Treasurer shall perform such other duties as are incidental to his or ha office and such as are Required by the President or the Board of DireCtOft. The Treasurer shall hold office at the pleasure of the Board. (d) The Secretary gab have custody of the seal of the Corporation: shall conduct suet correspondence on behalf of the Corporation ns shall be required by the President; and shall discharge such additional duties from time to time as may be required by the or the Board of Directors. The Secretary shall issue all notices required for the bolding of meetings of the Board of Directors and of shareholders; shall keep minutes of all meetings of shareholders: shall perform such additional duties as are incidental to the Secretary's office; and shall hold office at the pleasure of the Board. (e) The Assistant Secretaries and the Amite, Treasures, if any, in general, shill perform suds duties as shall be assigned to them by the Secretary or Treasure, capectively, or by the President or the Bond of Directors. fietion 6 — Sureties and_Bomle In case the Board of Directors shall so tequire, any officer, employee or agent of the Corporation shall scene to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the Corporation, induces responsibility for negligence and fa the accounting for all prisperty, funds or reanities of the Corporation which may come into his or her hands. Seerims 7— Shares of Odin Corporations. Wherever the Corporation is the holder of shares of say other corporation, any right or power of the Corporation as such shareholder (wchiding the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised no behalf of the Corporation by the President or such other person as the Board of Directors may authorize. Section 8— Compensation of Office r The officers shall receive such salary or compensation as may be fixed and determined by the Boatel of Directors. Any payments made to an officer of the Corporation such as a salary, commission, bonus, interest, cc rent, or entertainment expense incurred by him or her, *Mich shall be disallowed in whole or in part as a deductible expense pursuant to the lateral Revenue Code of 1986, as omended, as applicable to the C'S. Virgin Islands, shall be reimbursed by suds officer of the Corporation to the full extent of such disallowance. It shall be the duly of the Directors, as * Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the &tenni:Leon of the directors, proportionate amounts may be withheld from future compensation payments until the amount owed to the Corporation has been recovered. L1,11TICIS V - SHARES OP STOC1; *onion 1— Cam/Beare of Smog. (a) The certificates representing shoes of the Corporation shall be in soda loon as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shell bear the holder's name and the number of then, and shall be signed by n the Chairman of the Board or the President, and 7 CONFIDENTIAL CONFIDENTIAL FirstBankPR000664 S0NY_GM_00013501 EFTA_00124144 EFTA01269348 (ii) the Seeman or Treasurer. or any Assistant Secretary or Anistant Treasurer, and shall bear the corporate sell. (b) No certificate repraenting shares shall be fumed until the full amount of consideration therefor has been paid, except as minivan, permitted by kw. (c) To the extent permitted by law, the Bond of Directors may authorise the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, mane dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer font over the signanne of an officer or agent of the Corporation, exchangeable as therein provided for (WI shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided. Seetimi 2— inn or Destroyed Certificates. The holder of any certificate rennanting shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the °titillate representing the tune. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been Ion or destroyed. On production of such evidence of Ion or destruction as the Board of Directors m its discretion may require., the Board of Directors may requite the owner of the lost or destroyed certificate, or such owner's legal tepresanatives, to give the Corporation a bond in such sum as the 13oard may direct, and with such sway or sureties as may be satisfactory to the Board, to indemnify the Comorstion against any elsim, loss, liabdity oc damage it may suffer on account of the issuance of the new cenificate. A new certificate may be issued without requiting any such evidence or bond when, in the judgment of the Road of Directors, it is proper so rot Section l — Transfer of auras (a) Transfers of shares of the Corporation shall be made on the share retards of the Corporation only by the holder of the record thereof, in person or by hn or her duly amnestied attorney, upon surrender of the certificate or certificates representing such thatch with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signore and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require. (b) The Corporation shall be entided to treat the holder of record of any share or shares as die absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to or interest in, such share or shares on the part of any other person, *lathe: or not it shall have =press or other notice thereof. except as otherwise expressly provided by law. (c) No shareholder shall sell, convey, astir or otherwise transfer any of his or her shares of stock without first offering the same to the Corporation at the lowest price at which the shareholder is willing to dispose of the same; and the Corporation shall have thirty (30) days within which to accept same. the Corporation shall notify the shareholder of its election in writing If accepted by the Corporation, thc shateholder shall promptly assign the shares of stock to the Corporation, and the Corporation shall Prosa4114 pay Ilicathr If - the Corporation rejects the offer, then the shareholder shall offer the stock so the remaining shareholders under the same teems as offered to the Corporation, and the remaining shareholders shall have thirty (30) days within which to collectively or individually accept same in writing, If the remaining shareholders reject the offer, then the shareholder shall have the right to all the stock at the same or greater price than that al which it was offered to the Corporation. If the shareholder shall desire to sell the stock at a lesser pate than that originally quoted to the Corporation, the shareholder must then repeat the process of offering same for 8 CONFIDENTIAL CONRDENTIAL FirstBankPR000465 S0NY_GM_000 13502 EFTA_00124145 EFTA01269349 sale to the Corporation and the shareholders in tuns. In no event shall the shareholder sell his or her stock at * knee price than that at which he or she offered the same to the Corporation. Shama of stock in this Corporation shalt not be trans fentd or sold until the sale or transfer shall have been reported to the Board of Directors and approved by than. No shareholder shall pkdge n collateral for indebtedness any of his or her shares of stock without first obtaining the written consent of a majority of the disinterested minims of the Board of Directors of the Carport Section 4 — Recapj Data In lieu of dosing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty (50) days, nor fewer than (10) days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to content to any proposal without a meeting, or for the purpose of determining the shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the minx of any other action. If no record date is fixed, the record date for the detamination of shareholders entitled to nonce of or to vote at a meeting of stureholdes shall be at the dose of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on winch the meeting is had, except that the record date for determining the eligibility of shares to be voted on at any election for ditecton, shall be no fewer than 20 days next preceding such election of directors: the record date for ddennining shareholders for any other purpose skid] be at the close of EmUness on the day on which the resolution of the Directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof unless the Directors fix a new record date for the adjourned meeting. ARTICLE VI - DIVIDENDS Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine. Aftnaaniailftaagat The focal year of the C.o.:lunation shall be fixed by the Board of Directors from time to time, subject to applicable law. ARTICLE VIII - CORPOR 4714 SPA Scrsion 1— Seal: The Corporate seal shall be in such Conn ss shall be approved from time to tine by the Board of Directors. The Board of Directors may authorize one of mote duplicate seals and provide for the custody thereof. Section 2 - Affixinn Seal: Whenever the Corporation is required to place its corporate sal to a document, it shall be sufficient to meet the requirements of any kw, rule or regulation relating to a corporate seal to impress, affix or uproduec a facsimile thereof adjacent to the signature of the authorized officer. 9 SD NY_GM_000 13503 CONFIDENTIALp CONFIDENTIAL EFTA_00124146 EFTA01269350 ARTICIE DC -AMENDMENTS Section 1— By Shareholders: All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may he made, by the affirmative rote of shareholders holding of record in the aggregate at least a majority of the outstanding shares unified to vote in the election of Directors at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein the proposed emenchnent. Section 2 —By Direcroti: 11,e Board of Damon shall have power to make, adopt or amend Bylaws of die Corporation, except that the Bond of Directors shall have oo power effectively to change the mimeo for meetings of shareholders or of the Board of Director., or to effectively change any provisions of the Bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from removal by the shareholders; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-panided nay alter, amend or repeal Bylaws made by the Board of Directors by a majority vote of the shareholders. If any Bylaw regulating an impending election of Directors is adopted by the Board of Direaon, that effectively amends or repeats a regulation concerning the method, notice, quorwn necessary or otherwise submarine:1y affecting the means for conducting en impending election of the Board of Directors, that shall be set forth in the notice of the next meeting of shareholders for the election of Directors, the Bylaw so made and adopted together with a concise statement of the changes made. ARTICLE X - INDEMNITY Any person who was ors a pang or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by Of in the tight of the Corporation) by reason of the fact that he or she is Of cos a director, officer, employee or agent of the Corporation, a is or was taring at the request of the COTOCIti011 AS a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, may he indamnfied by the Corporation against expenses (mcluding attorneys' fees), judgments, fines and amounts paid in *adman actually and reasonably inured by him or her in connection with such action, suit Of proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best intonate of the Corporation, and with respect to any ainial action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful The termination of any action, suit or proceeding by judgment, order, seniernent, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, crate a presumption that the person did not act in good faith and in a manner which be or she reasonably believed to be in or r.ot opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or ha conduct was unlawful. Any inclernuificanon under the foregoing provisions shall be made by the Corporation only as authorized in the specific case upon a determination that inderenificadon of a director, officer, employee or agent is proper in the circle/Isom= because he or she bad met the applicable standard of conduct set forth above. Such denomination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such *coon, suit or proceedings, or if such a quorum is not obtainable, or even if obtainable and the quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or by the shareholders. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Bond of Directors in the specific Me upon receipt of aft undertaking by or on behalf of the Director, officer, employee or agent to repay such 10 CONFIDENTIAL FirstBankPR000667 SDNY_GM_000 13504 CONFIDENTIAL EFTA_00124147 EFTA01269351 amounts unless it shall ultimately be determined that be or she is entitled to be indemnified by the Corporation as herein authorized- The indemnification hemin provided by this Section shall not be deemed ralosive of any other rights to which those seeking indemnification may be entitled under any byLov, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a thrector, officer, employee or agent and shall Mute to the benefit of the heirs, executors and administrators of such preen. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, Employee or Agent of another corporation, partnership, joint venture, ma or other enterprise against any liability asserted against hint and incurred by him or her in any such capacity or mating out of his or her status as such, whether or not the Corporation would have the power to indemnify him or hes against such liability under the provisions above set fore. For purposes of this Article, references to "the Corporation" shall include. in addition to the resulting corporation, any Continent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, Wits septette exis tee had continued, would have bad power and authority to indemnify its directors, officers, and employee or ton, so that any person who is or was a Director, Officer, Employee or Agent of suds constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joins venture Inn or other entetptise, shall stand in the Sane position under the provisions of this Section with respect to the resulting or surviving corporation as he or she would have with respect to suds constituent corporation if its separate existence had continued The amount of indemnity to which any officer or Director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board araibbk, the amount shall be fixed by arbitration putsuant to the then casting rules of the American Arbitration Association. Adopted this 21: day of November, 2011 at the meeting of the Incorporators. Edits A. Kele poetry Mahan gooey Temporary Secretary Bien Geary, Tem racy Treasu 11 CONFIDENTIAL FirStBankPR000668 SD NY_GM_00013.505 CONFIDENTIAL EFTA_00124148 EFTA01269352 irst Bank give ext Corporate Resolution I undersigned Secretary. hereby certify to Forstleank, that at a meeting cf the Board of Directors of Nautilus, Inc (Toreeratkoree location ergsnized and existing under the laws of U.S. V. en islarcs called and duly held on the 5 day of Apnl . 2012 the following Resolutions were duly adopted. and that the Researeene have been entered upon the regular minute books of :he Corporation. are In accordance with the By-laws and are now in full i and effect. OWED: The Officers of Corporation, or any one or MIT a' them. are hereby authorized to open a bank account or accounts from time to tent with FiratBank and Its subsidiaries aria affiliates teach being hereinafter referred to as 'Bank') for and in the name of Corporation with such tile a titles as he or they may designate. The President Secretary (ideeeste tee serieriresumehret 19.. Pr itiitrerressa ftektt."41. et) of Corporation, signing sirs* aFix Neorta rip rig het Teats_ witty. Am hiei amt and thelr successors and any other person herenafter authorized by any means to sign cn betel of Corporation ("Authorized Person(sei are hereby authorized to sign, by hand or by facsimile (inducing, but not hnited to. Computer generated) slanature(s). thorn. drafts. acceptances and oteer instruments (hereieafter each Collectivoty referred to as item(s)'). Notwithstanding the above, any Authorized Person es authorized singly to: (1) initiate Automated Clewing House eACff debts without a signature: (2) initiate payments by use of Oepos tory Tracer., Checks (•ear) without a signature other than the came of Corporation printed on the OTC: or (3) gve instructions, by means other than the signing of an Item. with respect to any account transaction. incise:N. but not limited to, the payment. transfer a vathfrawal of funds by wire, computer or ether electraijc means. Or othermso. or of money. credits. '.tarts or weeny at any time held by Bar* for account of Corporation ('thstructionsl. Bank is hereby authorized to honor and pay Items. whaler %geed by hand or by fa simile (including, but not hinted to. computer generated) signature(*) f the actual or purported facsimile sIgnatures(s). regardless ci how or by whom affcced. resembles the specimens fled with Bank by Corporation and other orders, OTCs. ACels. and Instructions. (even singly by any Authorized Person. Bank is feather authorized to honor and pay OTC:. ACHs, thistniceons and other oraers given singer by any Authorized Person. including such as may bring about or increase an overdraft and such as may be payable to or for the benefit of any Authorized Person or other Officer or employee amine:bay, wlhout inquiry as to the circumstances of the Issuance or the disposition of the Proceeds thereof and without lend as to amount. Bank is hereby authorized to accept for deposit. for vele or for collection, or otherwise, items endorsed by any person or by stamp or other Impression in the name ci Corporation without inquiry as to the circumstances of the endorsement a any leek of endorsement or the depOstion of the proceeds. The President Meow M Me reemis. leitoecerix dba teens Aensfee ex. te, oneidionsVice emadert nest t. •RtG of Corporation signing sNhgty rot ore roe Nora IC. tie bee scree se. ONO. liny riv0. tie are hereby authorized to effect Cans and advances and obtain credit at any time for Corporation from Bank (and guarantee on behalf of Corporation the obligations of others to Bank). seated or unsecured, and for such loans and advances and credit and warrantees to make, execute and deliver promissory notes and other written obligations a evidence of indebtedness of COrperation. applications fOr letters or emit. Instruments of guarantee and indenvity and any agreements or urdertakings. general or specific, with respect to any of the foregeing. and as security for the payment of loans, advances. indebtedness, guarantees and liabilities ci. or credit cnon to. Corporation or others to pledge, hypothecate, mortgage. assign. hanger, grant liens and seounty interests in. give rights with respect to. endorse and deliver property of any desception, real or personal and any Interest therein and exiting of any thereof at any time held by Corporation. end IC execute mortgages, deeds of trust, sewn* agreements. inStiturenXi of transfer, assignment or pledge. Dowers of attorney and other agreements a instruments what may be necessary or desirable in connection Margrete; and also to sell to. or discount with Bank. commercial paper. bits ere eels. accounts receivable. stocks, bonds or any other securities or property at any brae held by Corporator. and to that end to endorse. Wier, transfer and deliver the same: to execute and deliver instruments or agreements of subordination and assignment satisfactory to Bank and also to give any orders or consents for the delivery, sale, exchange or other asposeion of any property or interest therein or evidence thereof beer-ging to Corporate, and at any time in the hands of Bank, whether as collateral or otherwise: and to execute and deliver such other agreements. instruments and documents and to do such other acts and things as may be necessary or desirable or required by Bank in connection with try of the foregoing and Bark is hereby authorized to honor, accept and execute any of the transactions described above. NI loans. discounts and advances heretofore obtained on behalf of Corporation and all notes and other obligations or thldences thereof of Corporation held by Bank are hereby approved, ratified. and confirmed. Corporation does hereby give 10 Bank a continuing lien la the amount of any and al tabilrtes and obligations of Corporation to Bank and claims c1 every nalvre ar4 descapticei of Bank against Con:oration, whether now existing or hereafter incurred. originally contracted with Back emcee( with another ce others and now or hereafter owing to or acquired in any matter by Bank. %tether contracted by Corporation alone or WM!y and/or severally with another or others. absolute or Centingent secured or unsecured. matured or unnueured upon any and all moneys. securities and any and all ether property of Corporation and to =Leeds thereof, now or hereafter actually or constructvey held or received by et in transit e any matter to or from Bank. is correspondents or agerts from or for Corporation, ...tether for salekcepng. Custody, pledge, transmission, collection et otherwise Coming into the posSession of Bank in any way. Bank shall eao have a right of set-off for the amount of the °begetters. and Bank may at any time or tents and without notice apply Corporation's deposes (general or special), Corporation's aedits with Bank, or Capaation's claims against Bank. a any parts thereof, to such obligations and in such amounts as Bank may elect although sad obligations may be contingent or unmalured and whether any collateral therefore 'a deemed adequate or not. in case of conflicting claims or disputes, or doubt on Bank's part as to the validly, extent modification. revocation or exercise of any of the authorities herein contained Bank may but need not recognize nor give any edam to any notice from any Offcer. or from any other person. Purporting to cancel. restrict or change any of said authonlies. or the exercise thereof, unless Bank is required to do so by the judgment decree or order of a court haVing Jurisdiction of the subject matter and of the parties to such conflicting claims or disputes. Ink ver rates e a Owen cif Fateri Paolo Roo nt-I-AM,4A CONFIDENTIAL SONY_GM_000 13506 CONFIDENTIAL EFTA_00124149 EFTA01269353