EFTA Document EFTA01481268

HAUL HOFFMAN PC P 002/013 MRR-06-2007(TUE) 16: 29 09/ ;23/ 20Er3 11,4: [it -344U- 114 -.4k1::-W? M.. 'WM. • FRS, • ARTICLES OF IN coittioRA JINN ciProVa MAR 2 9 NO1 OF JEEPERS, INC. FAGE 02(22 • ;..71 • * • _ ) j • 'P.17 C7'.- 71 r--,) We, the undersigned, for the purposes of associating to establish a corporffion for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, tinder thipirovisions ilia 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 1, Title 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 JEFPERS, INC. MTICLEJI The principal office of the corporation in thc, Virgin Islands is located at 41-42 Kongens Gad; St. Thomas, VI, and the name of the resident agent of the corporation at that address is Barbara Mignon Weatherly. AsETICLE 111 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 undertaking or business. 2. To engage in any commercial, industrial, agricultural, marketing, transportation, or service activity, business, or enterprise calculated or designed to be profitable to the corporation. To design, develop, manufacture, construct, assemble, install, repair, maintain, EFTA01481268 prepare and compound and to buy, sell, import, export, and otherwise deal in commercial, industrial, agricultural, or other . instruments, appliances, tools, machinery, equipment, parts, 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, ;Ind technical consultants with respect to materials, equipment, and processes of every kind and to carry on research and experiments with respect thereto. MAR-06-2007(TUE) 16:30 U7// -3/L166..1 14:r.111 rAilL murrrulN F-1,; P.003/013 l'AUL j..1( 22 Articles of Incorporation Page 2 4. To acquire, hold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein referred to, and to do and perform every other act that may be legally performed by a corporation engaged in such business. 5. To apply for, acquire, register, us; bold, sell, assign, or otherwise dispose of (either absolutely or by way of lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of the 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, take by devise, hold, own. mortgage, pledge, sell, enjoy or otherwise turn to account, assign, and transfer and to invest, trade, and deal in goods. wares, and merchandise, and real and personal property of every kind. 7. To acquire all or any part of the good will, rights, property, and business of any person_ firm, association, or corporation and to pay for the same in cash or in stock or bonds of this corporation or otherwise and to hold or in any manner dispose of the whole or any part of the property so purchased, and to assume in connection therewith any liabilities of any such person, firm, association, or corporation, and to conduct in any lawful manner in anyplace the whole or any part of the EFTA01481269 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 indebtedness created by any other corporation or corporations of the Virgin Islands or any other jurisdiction and, while the owner of such stocks, bonds. securities, or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the 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 and to secure the same by mortgages or other liens upon any and all of the property of every kind of the corporation. 10. To enter into and tarry out any contracts including entering into joint ventures or partnerships, limited or general, as limited or general partner, or both, for or in MPP-06-2007(TUE) 16:31 1.44, LUJU ...44.44I NI, it-111 I P. 0135/013 I Articles of Incorporation Page 4 Ena Simon Mary It Weber 146-100 Anna's Retreat St. Thomas, Virgin Islands 22-18 Manciahl St. Thomas, Virgin Islands ARTICLE VI The corporation is to have perpetual existence. ARTICLE VII The corporation is to be unlimited in the amount ofindebtedness to which it shall at any time be subject.. ARTICLE VUI For the management of the business and for the conduct of the affairs 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 mariner provided in the By -Laws, but in no case shall the number be less than three. The directors need not be stockholders. EFTA01481270 2. In furtherance and not in limitation of the powers con:ferred by the laws of the Virgin Island& and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: a) Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By -Laws at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By -Laws, not inconsistent with any existing law, fixing or altering the management of the property of the corporation, the governing of its affairs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations of the corporation, secured and unsecured, to include therein such provisions as to redeemability, . convertibility or MAR-06-2007(TUE) 16:31 • " If, LU,J.L. I4 /1.../1 I 1 10,1 1 I P 006/013 u0/ .LL Articles of Incorporation Page 5 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 mortgages and liens upon any property of the .corporation, real or person2il,-incliiiling after acquired property. c) 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. To contract in the name of the corporation with individual members of the Board of Directors in their individual capacity or as representatives of any firm, association or corporation. e) To sell or otherwise dispose of the real or personal property of the corporation. 0 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. g) To establish bonus, profit-sharing, pension, thriftand other types 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 EFTA01481271 the amounts of profits to be distributed or shared or contributed and the amounts of the corporation's finds otherwise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their respective participation. h) To issue, or grant options for the purpose of shares of stock ofthe corporation to officers and employees Cmcluding officers and employees who are also directors) of the corporation and on such terms and conditions as the Board of Directors may from time to time determine. i) To tenter into contracts for the management of the business of the corporation for terms not exceeding five (5) years. MAR-06-2007(TUE) 16:31 CJ Di f13/ Lt_te.V.D _L4 . r 10 o4u-r„:-Lb.D0 714LA_ murrmi-IN P.007/013 r -H= 6(12L Articles of Incorporation Page 6 j) To exercise all the powers of the corporation, except such as are conferred by law, or by these Articles of Incorporation or by the By -Laws of the corporation, upon the stockholders. ARTICLE D( Any person made a party to or otherwise involved in any action, suit or proceeding, by reason of the fact that he is or was a director, resident agent or officer of the corporation or of any corporation in which he served as such at the request of the corporation, shall be indemnified by the corporation against any and all amounts, costs and expenses, including but not limited to, attorney's fees, amounts paid upon judgments -or awards or in settlements (before or alter suit is commenced), actually and necessarily incurred by or imposed upon him in connection with such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein, that such officer or director is liable for wilful misconduct in the performance of his duties. The provisions of this Article shall not be deemed exclusive of any other rights respecting indemnification to which one seeking indemnification may be entitled and shall not be read to limit or restrict any applicable provisions of law, nor to further limit the corporation as respects indemnification. The rights respecting indemnification referred to herein shall inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification. ARTICU X EFTA01481272 The corporation reserves the right to amend, alter, change, or repeal any provisions contained in The Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon stockholders herein are granted subject to this reservation. IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of Incorporation this day of August, 2003. Barbara Mignon W erly MAR-06-2007(TUE) 16:32 Zr.M.1 14: 07 64.0u-((4-GUJU r --UL ru P 008/013 rAbt_ 111/.G.1 Articles of Incorporation Page 7 TERRITORY OF 'THE VIRGIN ISLANDS) )ss: DIVISION OF ST. TTIOMAS & ST. JOHN) The foregoing instrumezt was acknowledged before me this jer'-day of August, 2003 by 1:1 r 1.-va er• _ • -. IYLLEAkini cznacriy, /trio Ninon SIM Maly K. W, Notary Public PAUL HOFFMAN NOTARY Ptif3LIO COMMISSION NO, I.NR011-00 COMMISSION tottRas 2004 MAR-06-2007(TUE) 16:32 P.009/013 09/23/2003 14:09 340-774-2030 . PAUL HOFFMAN PC PaGE 09/22 ..aMENT OF THE TREASURY INTERNAL REVENUE SERVICE PHILADELPHIA PA 29255-00Z3 JEEPERS INC PO BOX 870 ST THOMAS VI 00804 DATE OF THIS NOTICE: ag-z6-zon NUMBER OF THIS NoTicE: cr 575 A EMPLOYER IDENTIFICATION NUMBER; FORM; 55-(, NOROD 008000111Z6 0533256980 B FOR ASSISTANCE CALL US AT: 1-aou-829-011S OR WRITE TO THE ADDRESS SHOWN AT THE TOP LEFT. IF *NU WRITE, ATTACH THE STUB OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER CEIN) Thank you for your Form SS -4, Application far Employer Identification Number (EIN). We assigned you EIN a This EIN will identify your business account, tax returns, and documents even if you have no employees. Please keep this notice in your permanent records. Use your complete name and EIN shown above on all federal tax forms, EFTA01481273 payments and related cerrespondenco. If you use any variation of your name or EIN, it may cause a delay in processing and may result in incorrect information in your account. It also could cause you to be assigned more than one EIN. Based on the information form(s) by the date wt; show. shown on your Form 55-4, you must file the following Form 1120 03/1S/2005 Your assigned tax clnr.sification is based on information obtained from your Form SS -6. It is not a legal determination of your tmx ci ficotton, and if; not Oirlding on the IRS. If you want a determination of your tax classification, you may seek a private letter ruling fr-om the IRS undmr the procedures set forth in Revenue Procedure 98-U1, 1998-1 I.R.B.7 (or the superceding revenue procedure for the year at issue). If you need help In determining whet your tax Year is, you can get Publication 538, Accounting Periods and Methods, at your local IRS office. If you have questions about the form(s) or the due date(s) shown, you can cell us at I. -BOO -329-0115 or write to us at the address shown above. MAP-06-2007(TUE) 16:33 f(Y (7:27 USE ONLY) P.010/013 rra!im iutt_L s7sA cia-26-2no3 JEEP A 0533256980 SS -6 If you are required to make deposits for employment tuxes (Form 941, 943, 940, 945, CT -1, or 104Z), 8XC3sm taxes (Farm 72.03, or income taxes (Form 112(1), we will send an initial supply of Federal Tax Deposit (FTD) coupon books within six weeks. If you need to make a deposit before YOU ralCUIVe your supply, call us at 1- a00-829-3676. Start Your business off right - pay your taxes the easy way. Pny through the Electronic Federal Tax Payment System (EFTPS). For information, call. 1-800- AZ9-Z676 and roquest Publicution 966, EFTPS Answers to the Most Commonly Asked Questionn. Please ur..c the label IRS provided when filing tax documents. ihm FTD coupons when making FTD poyments. If that isn't possible, use your EIN and complete name and nddress as shown below to Identify your account and to avoid delays in procet:sing. JEEPERS INC EFTA01481274 PO BOX 870 ST THOMAS VI 00804 If this information isn't correct, please correct it using the bottom part of this notice. Return it to the address shown so we can correct your account. Nato; If you changq your corporation to an S corporation, you munt file Form 2551, Election by a Small Business Corporation. Notc: If you chanoe your busino5s to a corporation, You may need to file Form 8Al2, Entity Classification Election. Scc forms for instructions to determine if you are required to file, MAR-06-2007(TUE) 16:33 P.011/013 CERTIFICATR OF APPOINTMENT OF RESIDENT AGENT OF .1E0)06, INC. I, Jeffrey Epstein, President of Jeepers, Inc. ("The Corporation") certify that the board of directors of the Corporation on June at 2005, did unanimously consent to the adoption of the following resolution: RESOLVED, that Maria Tankenson Hodge, 1340 Taanieberg, St. Thomas, Virgin Islands, (340) 774-6845, be and hereby is duly appointed to serve as resident agent for service of legal process in the U.S. Virgin Islands with full authority to accept the service of legal process on behalf of the Corporation. DATED: 0-61ete- D3, octS A TRUE COPY ATTES Cecile DeJongli; Se-cretary MAR-06-2007(TUE) 16:33 P. 012/013 UNANIMOUS CONSENT OF BOARD OF DIRECTORS OF IN LIEU OF MEETING The Board of Directors of Jeepers, Inc. (hereinafter the Corporation") pursuant to the provisions of Title 13 VIC 67b, unanimously consented to the following action, on this a.3 day of June, 2005. in accord with the provisions of Title 13 VIC Section 52, it is hereby RESOLVED, that Maria Tankcnson Hodge, 1340 Taarneberg, St. Thomas, Virgin Islands 00802, (340) 774-6845, be and hereby is duly appointed to serve as resident agent for service of legal process in the U.S. Virgin Islands with Thu authority to accept the service of legal process on behalf of the Corporation. Dated the 02.3 day of 3J EFTA01481275 , 2005 Cecile Jeffrey E. Epskii-t,ector Darren Indyke, Director MAP-06-2007(TUE) 16:33 P. 013/013 ACCOUNT # G_ CLIENT / BENEFICIAL OWNER! AUTHORIZED PARTIES, This information must be filled out for EACH Individual. Please use a separate page for each Individuol, Fur US individuals: Nu documentation required at account opening. A copy of a drivRr's license or other valid, govemment•issued picture ID may be requested for venfieation purposes upon review of the account_ rd f Non -US individuals, and for all Non-U.S. Beneficial Owners of PIV Accounts: Please attach to this form a copy of a valid, govornment-issued picture ID evidencing nationality for each Individual. The documentation must he presented zii21- to account opening. For Non-U.S. Ply Accounts: Please attach 1'' and Signature Page of organization document and pages showing ownership of the entity. For Hedge Funds, Funds and Non -Profits. see Page 6 for instructions. 1, or Trading Authority) Power of Attorney / Invostrnent Advisor only questions 1, la, 10,18 and 19 are required_ For Principal! Director officer only questions 1, la, 10, 18 and 19 are required. 1. Name of Individual (First. Middle, Last Name) (or Entity Name) I la. Type of ClIent/Beneficial Owner/Authorized Partyl--- (.7 S.C.Ji°1 2. Has an Account for this Individua been established since 10101/03? If Yes, list Account Numbers: 3. Date of Birth: 4. is the Individual a US Clifton?[Z'Pes MN° If no. Country of Citizenship: 6, Home Address: to I 00 te.44 4006e.C14(r. $ %.)c. oceiox., 8. Home Phone: al -t0 - S 10. Principal Business Address: 12. Emokrlment Status: mployed OSelf-Employeo 1:Unemployed Employer's Name: 1::(L.Safl11.77rd<i— IVT.mhor PirrAl I IYam I 1KIn Occupation: RnAmeArol cirryi - es of Wealth: Employment ['Inheritance Vnvestmont 00ther, Explain: ON° 5. SSNITax ID Number. (Required for US Citizens) 0 cto 33'-(1( 5a. If SSN/Tax ID is not available, Passport NoJAlien Reg. NoJOther Valid Gov't-laaued ID No. EFTA01481276 5b. Type of ID, if not Passport or Alien Reg. Card: 'T. Home Mailing Address: SAuto."-e 9. Busts srhone: C.— a s' 11. Business Mailing Address: (If different from Principal Business) Se4.1.1tr-42.-- 13. Marital Status: ingle UMarried 13e. If married, Spouse's Occupation: 15. Annual income: (US $I • 17. S.Sareeff. of Assets an Deposit InEmployment Olnheritance nvestment ['Other, Explain: Individual currently or formerly a Foreign Political Figure. an Immediate Family Member or a Known Close Associate? Please contact Compliance Officer and Anti -Money Laundering Group in the Legal Dept, before conducting trading activity. Citizenship. or Address associated with this account from a country included In the High Risk List? No. C:1 Yes- Please contact Compliance Officer and Anti -Money Laundering Group in the Legal Dept. before conducting !Fading activity. NOW Acct Entity v052704 Page 1 of 1 0 5 10 0 S CERTIFICATE OF SECRETARY OF FINANCIAL TRUST COMPANY, INC. (A United States Virgin Islands Corporation) The undersigned being the duly elected and acting secretary of Financial Trust Company, Inc., a United States Virgin Islands corporation (the "Corporation"), hereby certifies as follows: I. Attached is a true and correct copy of the Articles of Incorporation of the Corporation. Said Articles of Incorporation have not been amended, modified or rescinded. 2. The sole stockholder of the Corporation is Jeffrey E. Epstein, who resides on Little St. James Island in the United States Virgin Islands, the mailing address for which is 6100 Red Hook Quarter, Suite B-3, St. Thomas, USVI 00802. 3. The directors of the Corpor, lndyke. Mr. Indyke resides at In Witness Whereof, the undersigns as execute t is ecretary s Certificate as the Secretary of the Corporation this 28th day of October, 2003. Darren K. Indyke, Secre Financial Trust Company, Inc. EVI-i 1.00/i00 d 6/S-1 Z1,0811EZI2 -WWJ unIC:11 002-62-01 EFTA01481277 ARTICLES OF INCORPORATION OF FINANCIAL TRUST COMPANY, INC. -1 1 r, 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 purposeSlereinafter 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 1, Title 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 FINANCIAL TRUST COMPANY, INC. 10111CIE31 The principal office of the corporation in the Virgin Islands is located at 41-42 Kongens Gade, St. Thomas, W 008(2, and the name of the resident agent of the corporation at that address is Paul Hoffman ARTICLE 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: 3. To provide financial counseling and investment advice to clients both within and without the United States Virgin Islands, including serving as trustee and/- or fiduciary for such clients and others. To engage in any commercial, industrial, agricultural, marketing, transportation, or service activity, business, or enterprise calculated or designed to be profitable to the corp oration. 3. To design, develop, manufacture, construct, assemble, install, repair, maintain, prepare and compound and to buy, sell, import, export, and otherwise deal in commercial, industrial, agricultural, or other instruments, appliances, tools, machinery, equipment, parts, supplies, accessories, devices, preparations, compounds, EFTA01481278 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 matenals, equipment, and processes of every kind and to carry on research and experiments with respect thereto. Ett-i /00/200 d 6/S-1 -WOJJ weEE:11 E03-6Z-0; ZVOSI/EZIZ • • Articles of Incorporar ion Page 2 4 To acquire, hold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein referred to, and to do and perform every other act that may be legally performed by a 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 lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of the 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, take by devise, hold, own, mortgage, pledge, sell, enjoy or otherwise turn to account, assign, and transfer and to invest, trade, and deal in goods, wares; and merchandise, and real and personal property of every kind. 7. To acquire all or any part of the good will, rights, property, and business of any person, firm, association, or corporation and to pay for the same in cash or in stock or bonds of this corporation or otherwise and to hold or in any manner dispose of the whole or any part of the property so purchased, and to assume in connection therewith any liabilities of any such person, firm, association, or corporation, and to conduct in any lawful manner 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 ofthe EFTA01481279 shares of the capital stock of, or any bonds, securities, or evidences of indebtedness created by any other corporation or corporations of the Virgin Islands or any other jurisdiction and, while the owner of such stocks, bonds, securities, or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote any stock thus owned. 9. To boi row or raise money to any amount permitted by law by the sale or issue of bonds, notes, debentures, or other obligations of any kind and to secure the same by mortgages or other liens upon any and all of the property of every kind of the corporation. 10. To enter into and carry out any contracts including entering into joint ventures or partnei ships, limited or general, as limited or general partner, or both, for or in relation to the foregoing business with any person, firm, association, corporation, or government or governmental agency. Et -1-d /00/COO'd 6/S-i Z1,081/EZIZ -1110.1y 00P:11 EGO-Z-0 Articles of Incorporation Page 3 I 1. 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, purchase, mortgage, and convey real and personal property within or outside the Virgin Islands. 12. To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment 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 out of or connected with the said business, purposes, objects, and powers or any part thereof not inconsistent with the laws of the Virgin Islands, and to exercise any and all powers now or hereafter conferred 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 Article EFTA01481280 of these Articles of Incorporation. ARTICLE IV The total number of shares of stock which the corporation is authorized to issue is 1000 shares of common stock of no par value; no preferred stock is authorized. The minimum amount of capital with which the corporation will commence business is $1,000.00. ARTICLE V The name and place of residence of each of the persons forming the corporation are as follows: Barbara i'vfignon Weatherly Jennie-lynn Falk Dale R. Michael E71 -d /00/1,00 d E/5-1 2-21 Bonne Esperance St. Thomas, Virgin Islands 38 Ridge Road St. Thomas, Virgin Islands Skyline Village #3A 4C Estate Joseph & Rosendahl St. Thomas, Virgin Islands nn812EZli -WOJ wE07:11 EDOZ-BZ-Di Articles of Incorporation Page 4 ARTICLE VI The corporation is to have perpetual existence. ARTICLE VII The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject. ARTICLE VIII For the management of the business and for the conduct of the affairs 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: I. 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. The directors need not be stockholders. 2. In furtherance and not in limitation of the powers conferred by the laws of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: a) Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By -Laws at any regular meeting, or at any special meeting EFTA01481281 called for such purposes, to make, alter and repeal By -Laws, not inconsistent with any existing law, fixing or altering the management of the property of the corporation, the governing of its affairs, and the manner of certification and transfer of its stock. 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 Directors in its sole discretion may 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. c) 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 Etl-i 200/g00 d ZtOBIJEZIZ -111°J galt:H E002-81-01 Articles of Incorporation Page 5 d) To contract in the name of the corporation with individual members of the Board of Directors in their individual capacity or as representatives of any firm, association or corporation. e) To sell or otherwise dispose of the real or personal property of the corporation. 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. g) To establish bonus, profit-sharing, pension, thrift and other types 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 amounts of profits to be distributed or shared or contributed and the amounts of the corporation's funds otherwise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their respective participation. h) To issue, or grant options for the purpose of shares of stock of the corporation to officers and employees (including officers and employees who are also directors) of the corporation and on such terms and conditions as the Board of Directors may from time to time determine. EFTA01481282 i) To enter into contracts for the management of the business of the corporation for terms not exceeding five (5) years. To exercise all the powers of the corporation, except such as are conferred by law, or by these Articles of Incorporation or by the By -Laws of the corporation, upon the stockholders. ARTICLE IX Any person made a party to or otherwise involved in any action, suit or proceeding, by reason of the fact that he is or was a director, resident agent or officer of the corporation or of any corporation in which he served as such at the request of the corporation, shall be indemnified by the corporation against any and all amounts, costs and expenses, including but not limited to, attorney's fees, amounts paid upon judgments or awards or in settlements (before or after suit is commenced), Articles of Incorpoi ation Page 6 actually and necessarily incurred by or imposed upon him in connection with such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein, that such officer or director is liable for wilful misconduct in the performance of his duties. The provisions of this Article shall not be deemed exclusive of any other rights respecting indemnification to which one seeking indemnifica tion may be entitled and shall not be read to limit or restrict any applicable provisions of law, nor to further limit the corporation as respects indemnification. The rights respecting indemnification referred to herein shall inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification. ARTICLE X The corporal ion reserves the right to amend, alter, change, or repeal any provisions contained in The Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon stockholders herein are granted subject to this reservation. IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of 1-• IncorporationthisdayofL71, 1998. TERRITORY OF THE VIRGIN ISLANDS DIVISION OF ST. THOMAS & ST. JOHN 17) .21...e..- Barbara Mignon Westherly Jennie-lynn F )ss: The foregoing instrument was acknowledged before me this w - day of kit) EFTA01481283 crc----1,-c-r, 1998, by Barbara Mignon Weatherly, Jennie-Iynn Fa115.,-and Dale R. Michael. EPI-i 100/100 d SAS -.L ZP081/EZIZ NOiary Public Paul Hoffman Common Expires June 27, 21X1 Nintstv Pak& r.nmrrilec;nr, F Mrtil_OA ECOZ-8Z-OI Page 1 of 2 Malhan, Vinu (Exchange) From: Deuel, Deborah (Exchange) Sent: Friday, March 30, 2007 10:55 AM To: Malhan, Vinu (Exchange) Subject: FW: Jeepers, Inc. From: [mailto: Sent: Friday, March 30, 2007 10:51 AM To: Zicherman, Ira (Exchange) Subject: Jeepers, Inc. Mr. Ira Zicherman Bear Stearns Dear Mr. Zicherman: This is to certify that Financial Trust Company, Inc.(Bear Stearns Acct No. 03866056), a USVI corporation, is the sole stockholder of Jeepers, Inc. (Bear Stearns Acct No. 03800152), which is also a USVI corporation. As you know, Jeffrey E. Epstein (Bear Stearns Acct No. 03828825) is the sole stockholder of Financial Trust Company, Inc. and, through his holdings of Financial Trust Company, Inc. stock, is the beneficial owner of Jeepers, Inc. Please feel free to contact me if you require further information. Darren K. Indyke Attorney -At -Law 457 Madison Avenue 4th Floor New York, New York 10022 Tel: 212-750-1176 Fax: 212-750-0381 e-mail: IRS Circular 230 Legend: Any advice contained herein was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal, state, or local tax penalties. Unless otherwise specifically indicated above, you should assume that any statement in this email relating to any U.S. federal, state, or local tax matter was written in connection with the promotion or marketing by other parties of the transaction(s) or matter(s) addressed in this email. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. Confidentiality Notice: This communication and any attachments contain information from Darren K. Indyke, EFTA01481284 Esq. that constitute attorney work product confidential and/or privileged. Except for personal use by the intended recipient, or sender, any person who receives this information is prohibited from disclosing, using it. If you have received this communication in error, please immediately promptly notify the sender at the above telephone number or electronic mail address is intended to operate as an electronic signature under applicable law. Page 2 of 2 See what's free at AOL.com. or that are otherwise as expressly authorized by the copying, distributing, and/or delete it and all copies, and . Nothing in this communication EFTA01481285