EFTA Document EFTA01298568

89/29/2803 12:20 340-774-2000 PAIL Fiirif+Wst4 PC ARTICLES OF INCORPORATION OF SEEPEItS, PAGE a3 a We, the undersigned, for the purposes of associating to establish a corporaVon for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, iunder 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 rime to time, do make and file these Articles ofIncorporation in writing and do certify: ARTICLU The name of the corporation (hereinafter referred to as the "corporation') is JFEPERS, INC. ARTicLEit The principal office of the corporation in the Virgin Islands is located at 41-42 Kongens (Jade, St. Thomas, VI, and the name of the resident agent of the corporation at that address is Barbara Mignon Weatherly. 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: I . 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. 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 instalments, appliances, tools, machinery, equipment, parts, supplies, accessories, devices, preparations, compounds, and articles, and goods, wairs, 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 materials, equipment, and processes of every kind and to carry on research and experiments with respect thereto. SDNY_GM_00063424 CONFIDENTIAL - PURSUANT TO FED. PZIN Ve) DENTIAL DB-SDNY-0026249 EFTA_00173932 EFTA01298568 b`-+f 2912B814 12120 :sae- 714 -2030 Articles of Incorporation Page 2 PAIL- tiCZTHAN PACE_ 04 4. To acquire, bold, 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 perfornt every other act that may be legally performed by a corporation engaged in such bustness. 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 tum to account any tenets 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, tine, 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 nil or any part of the good will, rights, property, and business of any person. flan, 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 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 an the rights, powers and privileges of ownertsltip, 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 carry out any contracts including entering into joint ventures or partnerships, limited or general, as limited or general partner, or both, for or in SDNY_GM_00063425 CONFIDENTIAL - PURSUANT TO FED. CtCroiVe)DENTIAL DB-SONY-0026250 EFTA_00 17 3933 EFTA01298569 PAGE 05 99!2912003 12:20 340-774-MO ,Articles of Incorporation Page 3 PALL H0FFNAN PC relation to the foregoing business with any person, firm, association. corporation, or government or governmental agency. I-17---To conduct itsbusiness 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 neeessaiy, 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 shalt not be limited or restricted by reference to the terms of any other subdivision or of any other Ankle of these Articles of luctuporation. A _ILIc",1,E IV The total number of shares of stock which the corporation is authorized to issue is 1,000 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. ARTIKal V The name and place of residence of each of the persons forming the corporation are as follows: Barbara Mignon Weatherly 2-21 Bonne Esperance St. Thomas, Virgin Islands SDNY_GM_00063426 CONFIDENTIAL - PURSUANT TO FED. ICCCIN Vej DENTIAL DB-SONY-0026251 EFTA_0017 3934 EFTA01298570 140ar. OW 23/2003 12:20 340-774- 2038 • • Articles of Incorporation Page 4 Ena Simon Mary R. Weber PPLIL ILFF MAN PC 146-100 Anna's Retreat St. Thomas, Virgin Islands 22-IS Mandahl Sr. Thomas, Virgin Islands alICAJLNI The corporation is to have perpetual existence. ARTICLE The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject ARTICIXVtu For the management ofthe 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 tight 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 ofthe corporation, secured and unsecured, to include therein such provisions as to redeemability, .convertibility or SDNY_GM_00063427 CONFIDENTIAL — PURSUANT TO FED. )iN reJ D ENTIAL 0B-SDNY-0026252 EFTA_00173935 EFTA01298571 PAS 87 09/29/2853 12125 348-774-2830 Articles of Incorporation Page 5 PAL itOFFMAN PC 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 person4: incltiding after acquired property. c) To determine whether any, and, if an, 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. d) To contract in the mime 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_ g) 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 teal and personal property for this purpose) and for any other purpose of the corporation. 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 ec 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 he devoted thereto and to determine the persons to participate in any such plans and the (unmns 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. i) To enter into contracts forte management of the business of the corporation for terms not exceeding five (5) years. SDNY_GM_00063428 CONFIDENTIAL - PURSUANT TO FED. =01 Fe) DENTIAL DB-SDNY-0026253 EFTA_00173936 EFTA01298572 89/29/200B 12:20 340-774.2038 • • Anicles of Incorporation Page 6 PAUL HCFEMAN PC PAGZ ea 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. tigIALLUi Any person made a party to or otherwise involved in any action, suit orproceeding. 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), 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 reed 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. WIWI EX The corporation reserves the right to amend, alter, change, orrepeal any provisions Gomel/red 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, sigrted and acknowledged these Articles of Incorporation this day of August, 2003. t? ?rd, uarbaza Mignon W athcriy SDNY_GM_00063429 CONFIDENTIAL - PURSUANT TO FED. PZIN Fe) DENTIAL DB-SDNY-0026254 EFTA j)0173937 EFTA01298573 09/29/2083 12:28 348-774-2030 PALL ILIFFRAN PC PAM 88 Articles of Incorporation Page 7 TERRITORY OF THE VIRGIN ISLANDS ) ss: DIVISION OF ST. THOMAS & ST. JOHN ) Y The foregoing instrument was acknowledged before me this iej4clay of August, 2003 by Barbara Mignon Weatherly, Ena Simon and Mary R. W Notary Public PAUL HO rpmm CO, e.„„...__NOTARypugue -n-cnagallOPINO Is/Pot I-00 idmitstoN tcomat•PAC27. 2104 CONFIDENTIAL - PURSUANT TO FED. CQNEJDENTIAL SDNY_GM_00063430 DB-SDNY-0026255 EFTA_00173938 EFTA01298574 LERTflIE OF APPOINTMENT OF RESIDENT AGENT OF JEEPERS. INC. I, Jeffrey Epstein, President ofJeepers. Inc. ("The Cotporation") certify that the board of directors of the Corporation on June 23, 2005, did unanimously consent to the adoption of the following resolution: RESOLVED, that Mafia Tankenson Hodge, 1340 Taameberg, St. Thomas, Virgin Islands, be mid hereby is duly appointed to serve as iesident 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: CT s'. D31 1oa5 A TRUE COPY A Cecil CONFIDENTIAL — PURSUANT TO FED. QQ,NQDENTIAL SDNY_GM_00063431 OB-SDNY-0026256 EFTA_00 173939 EFTA01298575 UNANIMOUS CONSENT OP BOARD OF DIRECTORS OF IN LIEU OF MEETING The Board of Directors of Impels, Inc. (hereinafter "the Corporation') pursuant to the provisions of Tide 13 VIC 67b, unanimously consented to. the following action, on this as Jay of June, 2005. In accord with the provisions of Title 13 VIC Section 52. it is hereby RESOLVED that Maria Tankenson Hodge, 1340 Taarncberg, St. Thomas, Virgin Islands 00802, 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 the ea. day of 1/4.3-01,-,e 2005 Cec Jeffrey E. Eps , rector Darren Indyke, Director CONFIDENTIAL — PURSUANT TO FED. QQN Vej DENTIAL SDNY_GM_00063432 DB-SDNY-0026257 EFTA_00 173940 EFTA01298576