EFTA01448212.pdf

No stockholder shall pledge as coasters) for indebtedness any shares of stock without first obtaining the written consent of a majority of the disinterested members of the Board ofDirectors of the Corporation. ARTICLE Df At nil 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 all votes for a single director or distribute them among any two or more of them as he or she may see fit. At least ten (10) days notice shall be given, however the shareholders arc entitle to waive notice of the meeting as provided by law. Furthermore, the meeting and vote of stockholder s 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, Tide 13, Virgin Islands Cod; the Corporation may enter into contracts or otherwise transact 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 arc 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 contract or transaction shall he 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 case the fact of such interest shall be disclosed or known to the directors or stockholders acting on or in reference to such contract or transaction. No director or directors or officer or officers having such disclosed or known adverse,intemst shall be liable to the Corporation or to any stockholder or creditor thereof or to any other persoVt1for any loo incurred by it under or by tvastm of any such contract or transaction, nor shall any such dirfi4or qr directors or office• or officers be accountable for any gains or profits realized thereon. The provisions:of this:Article shall not be construed to invalidate or in any way affect any contract or transaction that woukicithemise be valid under law. ABILCLE11 r" The Corporation shall indemnify any person who was or is a party or is threatened to be grade a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, 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, 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, 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 in connection with such action, suit, or proceeding if: (1) he or she acted (A) in good faith and (B) 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 cause to believe his or her conduct was unlawful. 4 CONFIDENTIAL - PURSUANT 7O FED. R. CRIM. P. 6(e) DB-SDNY-0103157 CONFIDENTIAL SONY GM_00249341 EFTA01448212