EFTA Document EFTA01295333

u ; 1; f; 5" RECEIVED ARTICLES OF INCORPORAlliblf °V• °FEI°E YOII APR 12 PP1 12 W6 CORPORATIONS -$TT MORT, 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 mein:wont& of the laws of the Virgin Islands of the United States (hereinafter called the Virgin Islands), and particularly the Gerionst Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same maybe amended from time to time, do make and file these Ankles of Incorporation in writing and do certify: ARTICLE I The name of the Corporation (hereinafter referred to as the "Corporation") is MORT, INC. ARTICLE II The principal office of the Corporation in the U.S. Virgin Islands is located at 6100 Red Hook Quarter, B-3, St. Thomas, tint 00802, and the name of the resident agent of the Corporation is George FLT. Dudley, whose address is Law House, 1000 Frederiksberg Gad; St. Thomas, U.S. Virgin Islands 00802. ARTICLE III Without limiting in any wanner 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 lawthi business. (2) To engage in any communist industrial, agricultural, marketing, transportation, or service activity calculated or designed to be profitable to the Corporation. (3) To design, develop, rnanufacutte, construct, assemble, install, repair, maintain, prepare mid compound and to buy, sell, import, export, and otherwise deal in commercial, industrial, agricultural, or other instruments, appliances, tools, machinery, equipment, pans, supplies, accessories, devices, preparations, compounds, and articles and goods, wares and merchandise of every kind; to maintain and operate laboratories and testing facilities of every kind and to carry on the business of analysts, testers, examiners, advisors and technical consultants with respect to SDNY_GM_00054196 CONFIDENTIAL — PURSUANT TO FED. R.WN(E IDENTIAL DB-SONY-0017020 EFTA 00164766 EFTA01295333 materials, equipment and processes of every kind and to carry on research and experiments with respect thereto. (4) To acquire, hold, maintain, and operate such plants, workshops, officce, stores, buildings, equipment, vehicles and vessels as may be desirable for the proper conduct oldie business herein referred to, and to do and perform every other act that may be legally performed by the corporation engaged in such business. (5) To apply for, acquire, register, use, hold, sell, assign or otherwise dispose of (either absolutely or by way of louse, mortgage, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of dm United States or of any foreign country, or pending applications therefor, and any inventions, improvements, devices, trade secrets, formulae, processes, trademarks, trade names, brands, labels, copyrights and privileges and any right, title or interest therein. (6) To purchase or otherwise acquire, hold, own, mortgage, pledge, sell, enjoy or otherwise turn to account, assign and transfer and to invest, trade and deal in goods, warns and merchandise, and real and personal property of every kind. (7) To acquire all or soy pan of the good will, rights, property and business of any person, firm, association, corporation or other entity, and to pay for the same in cash or in stocks or bonds of this Corporation or otherwise and to hold or in any manner dispose of the whole or any pan of the property 00 purchased, and to assume in connection therewith any liabilities of any such person, firm, association, corporation or other entity, and to conduct in any lawful manlier, in any place the whole or any part of the business thus acquired. (8) To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtednoss created by any other corportuion or corporations of the Virgin Islands, or any otherjuthaliction and, while the °weer of such stocks, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including this right to vote any stock thus owned. (9) To borrow or raise money to any amount permitted by law by the sale or issue of bonds, notes, debentures or other obligations of any kind, to guarantee loans, other types of indebtedness and financing obligations, and to secure the foregoing by mortgages or other liens upon any and all of the property of every kind of the Corporation. (10) To enter into and cany out any contracts for or in relation to the foregoing business with any person, firm, association, corporation, or other entity, or government or goveromental agency. (I I) To conduct its business in the Virgin Islands and elsewhere in the United States and foreign countries and to have offices within or outside the Virgin Islands and to hold, purethese, mortgage and convey real and personal property within or outside the Virgin Islands. -2- SDNY_GPA 00054197 CONFIDENTIAL — PURSUANT TO FED R.Q0 NE I DENTIAL DB-SDNY-0017021 EF1'A_00164767 EFTA01295334 (12) To do all and everything necessary, suitable andproper fisr the accomplishment of nay of the purposes or the attaiwnont of any of the objects or the exercise of any of the powers heroinsot forth, either alone or hi connection with other flues, 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 out of or connected with the said business, purposes, objects and powers, or any pan 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 whothor expressly enumerated herein or not. . The purposes, objects and powers specified in this Article shall not be limited or rostdcted by reference to tho terms of any other subdivision or of any other snick of these Articles of Incorporation. ARTICLE IV The total number of shares of all classes of stock which the Corporation is authorized to issue is ONE THOUSAND (1,000) shares of common stock of $0.01 par value; no preferred stock authorized. The minimum amount of capital with which the Corporation will commerce business is ONE THOUSAND DOLLARS ($1,000.00). ARTICLE V The names and pieces of residence of each of rho persons forming the Corporation are as follows: 14AME 11.g))2gac2 William S. McConnell Donis() J. Richards Michelle Connor -3- 6000 Estate Canaan St. Thomas, U.S. Virgin Islands 00802 14-45 Estate Bonne Resolution St. Thomas, U.S. Virgin islands 00802 173B-39 Anna's Retreat St. Mamas, U.S. Virgin Islands 00802 SDNY_GM_00054198 CONFIDENTIAL - PURSUANT TO FED R.CONIF IDENTIAL DB-SDNY-0017022 EF1'A_00164768 EFTA01295335 (c) ARTICLE VI The Cotporation is to have perpetual existence. ARTICLE VII For the management of the business and for the conduct of the affairs of the Corporation, and in Luther creation, definition, limitation and regulation of the powers of the Corporation and of its directors, it is Anther provided: (1) The number of directors of the Corporation shall be fixed by, or in the manner provided in, the By Laws, but in no case shall the number be less than three (unless the Goners] Corporation Law is amended to allow a ►ower number). The directors need not be stockholders. (2) In Authentic(' and not in limitation of the powers conferred by the laws of the Virgin Islands, end subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: (a) To make and adopt the By-Laws of the Corporation, subject to the powers of the stookbolders to alter, repeal or modify the By-Laws adopted by the Board of Directors. (b) To authorize and issue obligations of the Corporation, secured and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Diroctors in its solo diseretionmay determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages 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 mows of its capital shall be declared in dividends end paid to the stockholders, and to direct and determine the use end disposition thereof. (d) To set apart a reserve or reserves, 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 real and personal property for this purpose) and for any other purpose of the Corporation. (e) To establish bonus, profit-sharing, pension, thrift and other types ofincentive, compensation or raiment plans for the officers and employoria (including SDNY_GM_00054199 CONFIDENTIAL — PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0017023 EFTA_00 I 64769 EFTA01295336 officers and employees who arc also directors) of the Corporation, end to fix the amount of profits to be distributed or shared or contributed and the amounts of the Corporation's !nods or otherwise to be devoted thereto, mid to &domino the persons to participate in any such plans and the amounts of their rospectivo participations. (f) To issue or grant options for the profuse of shares of stock of the Corporation to officers and employeee (includingofficers and employees who arc also directors) of the Corporation and on such terms and conditions as the Board of Directors may front time to time detennine. (g) To enter into contracts for the umitagemait of the business of the Corporation. (h) To exercise all the powers of the Corporation, except such as arc conferred by law, or by these Articles of Incorporation or by the By-Laws of the Corporation upon the stookholders. (i) To issue such classes of stock and series within any class of stock with such value end voting powers and with such designations, preferences and relative, participating, optional or otter special rights, and qualifications, limitations or restrictions thereof as is stated in the resolution or resolutions providing for the issue of such stook adopted by the Board of Directors and duly filed with the Office of the Lt. Governor of the Virgin islands in accordance with 13 V.I.C. §91 and 13 V.1.C. §97; as the same may be amended ftom time to time. ARnCLE VW The Corporation reserves the right 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 at the time In force in the manner 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 am granted subject to the provisions of this Article. SDNY_GM_00054200 CONFIDENTIAL - PURSUANT TO FED „QC) .NE I DENTIAL DB-SDNY-0017024 EFTA_00164770 EFTA01295337 IN WITNESS ViTHERBOE, we have hereunto subscribed our names this jj_ day of April, 2W I. William S. McConnell, I 'orator Mi lo Connor,. qy. morator Denise J. Ric TERRITORY OF T1333 VIRGIN ISLANDS ) n: DISTRICT OF ST. THOMAS AND ST. JOHN ) The foregoing instrument was acknowledged both?. me this //lid April, 2011, by William S. McConnell, Denise I. Richards, and Michelle Connor, tery C:IDOCIRICAOI smi $01/11.01malektOral Wag PlItfaXICV2R2332.00C - 6 - • F MARY L. YAW DTMERAValti NP435-10 \ AS% CONFIDENTIAL — PURSUANT TO FED. R.CON(F 'DENTAL SDNY_GM_00054201 DB-SONY-0017025 EFTA_00164771 EFTA01295338