EFTA01266724.pdf

P It Corp No. 581975 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES .. .., 0 — CHARLOTTE AMALIE, ST. THOMAS, VI 00802 C io loll go Wont gint *Intents faall Cont 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 Articles, 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 AAA NO 010 ' •• SDNY_GM_00010424 I 1 N.....0%,..ir V EFTA_00 I 21078 EFTA01266724  Territory of the U.S. Virgin Islands ARTICLES OF INCORPORATION Creation • corporation • Dornestk 8 Page(s) OF NAUTILUS, INC. 111111111111111111111 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 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 Nautilus, Inc. ARTICLE 11 The principal office of the Corporation in the Virgin Islands is located at 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands, 00802 and the name of the resident agent of the Corporation is Kellerhals Ferguson LLP, whose mailing address is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802, and whose physical address 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands. ) ARTICLE III Without limiting in any manner the scope and generality of the allowable functions of thiSorporation, 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 carry out any contracts for or in relation to the foregoing business with Orb, person, firm, 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 secure the foregoing by mortgages or other 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 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 of any 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 article of these Articles of Incorporation. SDNY_GM_00010425 CONFIDENTIAL EFTA_00I 21079 EFTA01266725  ARTICLE IV The total number of shares of all classes of stock that the Corporation is authorized to issue is Ten Thousand (10,000) shares of common stock at $.01 par value; no preferred stock authorized. The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars ($1,000). ARTICLE V The names and places of residence of each of the persons forming the Corporation arc as follows: NAME RESIDENCE Erika A. Kellerhals 2E-19 Estate Caret Bay, St. Thomas, V.I. 00802 Gregory J. Ferguson 31-B Petabor& St. Thomas, V.I. 00802 Brett Geary 2-11B St. Joseph & Rosendahl, St Thomas, V.I. 00802 ARTICLE VI The Corporation is to have perpetual existence. r- ) ARTICLE VII For the management of the business and for the conduct of the affairs of the Corpotatiorkand 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 manner provided in, the by-laws, but in no case shall the number be fewer than three (3). The ' tors 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) To make, adopt and amend the by-laws of the Corporation, subject to the powers of the stockholders 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 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 hens 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. 2 SDNY_GM_00010426 CONFIDENTIAL EFTA_00 I 21080 EFTA01266726  r (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 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 distributed 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 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. 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 coffirred by law, or by these Articles of Incorporation or by the by-laws of thectorNtation upon the stockholders. To issue such classes of stock and series within any class of stock wick such value and voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thetedf as is stated in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors and duly filed with the office of the Lt. Governor ot the Virgin Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code; as :IA same may be amended from time to time. ARTICLE VIII No stockholder shall sell, convey, assign 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 stockholder 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 stockholder of its election in writing. If accepted by the Corporation, the stockholder shall promptly assign the shares 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 terms as offered to the Corporation; and the remaining stockholders shall have thirty (30) days within which to collectively or individually accept the same in writing. 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 reported to the Board of Directors and approved by them. 3 SDNY_GM_00010427 CONFIDENTIAL EFTA_00121081 EFTA01266727 No stockholder shall pledge as collateral 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 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 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 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 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 shall 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 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 itdverse interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other rersoti..for any loss incurred by it under or by reason of any such contract or transaction, nor shall any succ-diroctor or directors or officer or officers be accountable for any gains or profits realized thereon. The provisions 61this Article shall not be construed to invalidate or in any way affect any contract or transaction that would ptierwise be valid under law. ARTICLE a (a) The Corporation shall indemnify any person who was or is a party or is threatened to As made 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 ifi (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 SDNY_GM_00010428 CONFIDENTIAL EFTA_00121082 EFTA01266728  The termination of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nob contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the officer, employee, or agent of the Corporation, or is or was serving at the request of the venture, mist, 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 suit if he or she acted: (1) 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 matter 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 deem proper. (c) 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 inr;sibparagraphs (a) and (b), or in defense of any claim, issue, or matter Merin, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under subparagraphs (a) and (b) (unless ordered by a court)latiall be made by the Corporation only as authorized in the specific case upon a determination that he-or she had met the applicable standard of conduct set forth in subparagraphs (a) and (b). Such determination shall be made: . - (1) by the board of directors by a majority vote of a quorum consisting of direettirs 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 defeating 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 board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, 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. (0 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_DOO10429 CONFIDENTIAL EFTA_00121083 EFTA01266729  director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person. (g) The Corporation shall have power to 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, trust, or other enterprise against any liability asserted against him or 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 indemnify him or her against such liability under the provisions of this Article. ARTICLE 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 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 are granted subject to the provisions of this Article. r%) so.m.• O r- "171 C.) 0 c) IrN2 ti • r •I 0 "T) ri . C) Ct.) rn [signature page follows) 6 SDNY_GM_DOO10430 CONFIDENTIAL EFTA_00121084 EFTA01266730 IN WITNESS WHEREOF, we have hereunto subscribed our names this 21st day of November, 2011. Erika incorporator 8071 F on, corporator nett Geary, Inco tor TERRITORY OF THE UNITED STATES VIRGIN ISLANDS ) DISTRICT OF ST. THOMAS AND ST. JOHN The foregoing instrument was acknowledged before me this 2111 day of November, 20e, brErika A. Kellerhals, Gregory). Ferguson, and Brett Geary. GINA MARIE BRYAN NOTARY PUBLIC NP 06949 COMMISSION EXPIRES 09/2812013 ST. THOMAS/ST. JOHN. USW 7 SDNY_GM_D0010431 CONFIDENTIAL EFTA_00121085 EFTA01266731  Consent of Agent for Service of Process 0 This writing witnesseth that the undersigned Kellerhals Ferguson LLP 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 21st day of November, 2011. Iko In-1o80 080 M Kellerhals Ferguson LLP 300,- ciat 13QA NOKH ibed and g11iom to before me this 21st day of Octobef, 2011. and for@tte Territory of the United States Virgin Islands My commission expires: GINA MARIE BRYAN NOTARY PUBLIC NP 069-09 COMMISSION EXPIRES 09/28/2013 ST. THOMAS/ST. JOHN, USW SDNY_GM_00010432 CONFIDENTIAL EFTA 00121086 EFTA01266732  CERTIFICATE OF CHANGE OF RESIDENT AGENT FOR NAUTILUS, INC. The undersigned, being the President and Secretary of Nautilus, Inc., a United States Virgin Islands corporation (the "Corporation"), pursuant to Chapter 1, Tide 13, Section 54 of the Virgin Islands Code, hereby adopt the following resolutions by written consent in lieu of a meeting: WHEREAS, the Corporation was duly formed in the United States Virgin Islands on November 22, 2011; and WHEREAS, the physical address of the designated office of the Corporation is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802. The physical address and mailing address of the designated office of the Corporation are the same; and WHEREAS, the name and address of the Corporation's current agent for service of process is Kelkrhals Ferguson LLP, 9100 Havensight, Port of Sale, Suite 15.16, St. Thomas, U.S. Virgin Islands 00802; and WHEREAS, the Corporation desires to change the resident agent for service of process; and WHEREAS, the name and address of the new agent for service of process is Business Basics VI, LLC, 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802. NOW THEREFORE BE IT: RESOLVED, that the current agent for service of process of the Corporation, Kellerhals Ferguson LLP, hereby resigns as agent for service of process for the Corporation; and it is further RESOLVED, that the Corporation hereby appoints, Business Basics VI, LLC,9.,,pie ply agent for service of process for the Corporation; and it is further :n r,n ) • I 7-1 zo RESOLVED, that the physical and mailing address for the new agent for serviceof pc2cessig i .1 Business Basics VI, LLC, is 9100 Havensight, Pon of Sale, Suite 15-16, St. Thomas, U.S. V'utirfalanda. o - .< rerl 00802. c' 77. -13 -n -n m N a . Z3 ..-.• Q) rn —I -1 ere CT) [rignaftorpa,follows] SDNY_GM_00010433 CONFIDENTIAL EFTA 00121087 EFTA01266733  IN WITNESS WHEREOF, as of this VI day of £ 2012, the undersigned have executed this Resolution for the purpose of giving their consegCeto L and approval thereof. Corporate Seal Nautilus, Inc. Jeffrey E. Epstein, rren Indyke, Secretary TERRITORY OF THE UNITED STATES VIRGIN ISLANDS )ss: DISTRICT OF ST. THOMAS & ST. JOHN On this the / day of 2012, before me tl 74r- - the undersigned, personally appeared Jeffrey E Epstein and Darrel Indy e who acknowledgedihemselves_to be the President and Secretary of Nautilus, Inc., a Virgin Islands Corporation, and as being authorized sold da, executed the foregoing instrument for the purpose therein contained. "1 rn - :,c • 1 IN WITNESS WHEREOF, I hereto set my hand and official seal. •- n (11 4.4) CI •Cr ) it/ m CJI tT Notary Pu:7 HARRY I. BELLER Notary Public. State of New York No. 018i:4853924 Qualified in Rockland County y Commission Expires Feb. 17,20_ SDNY_GM_00010434 CONFIDENTIAL EFTA 00121088 EFTA01266734  FORM - RACA12 THE ate) PAM Veldt; iStMOS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS This witting witnesseth that I. the undersigned Business Basics VI, LLC having been designated by Nautilus, Inc. as resident agent of said company, upon whom service of process may be made In al sults arising against said company in the Courts of the United Stoles Virgin Islands. do hereby consent to act as such agent and that service of process may be mode upon me In accordance with Title 13. Virgin Islands Code. IN WITNESS WHEREOF, I have hereunto set my signature this 13th day of September 2012 DEC AIL EI n IUTAIIY 0,Par an M IAIVS 01Mai II war alit MU AUMISS C INN et ACCOM/AWMIC SOCIIMIL ALL a a coact. a NU INAS AU Waal MAN IN MI ANOCA WSIZIN,=r al i i t iL nON AMOMMNIT Mts Oa Mall ASUUMANY IiaON NAT IA DOOM Paart NIVOICASION Of IISZIAD •-• r) L. SIGNA OF RESIDENT AGE1S O "c. rri O 40)779-2564 N--_____) -V r- 7 . ni r DA CONTACT NUMBER - -::1 • o t MAILING ADDRESS 9100 Havensight, Port of Sale, Ste 15-16, St. Thon4 VIS008fg PHYSICAL ADDRESS 9100 Havensight, Port of Sale, Ste 15-16, St. Thomiti, VI20802 WAR ADDRESS n liCIARLACIR0BILDraldlitif C.I( Subscribed and swan to before me ells le day of cbe of —1 -Criracen. Gary Solt A. • om.— -1- PUNIC ma mba-1.2°1 st moos wins"rm. sty cantrissia" &phis SDNY_GM_OOO1O435 CONFIDENTIAL EFTA_00I 21089 EFTA01266735  (AS 300-`o • ate . /c4cD gear it 381- fa THE UMTED STATES VRGIN WADS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 %pagans Gode TICS KITIQ Street Cliatiolte Ample. Virgin Islands 00802 Christiansted. Virgin blonds 00820 Moue 340.776.8515 Phone • 340.773.6449 Fax- 340.776.4612 Fox • 340.7730330 FRANCHISE TAX REPORT - DOMESTIC CORPORATION CORPORATE FILINGS AND REQUISITE TAXES ARE DUE. EACH YEAR, ON OR BEFORE JUNE,30m. AVOID PENALTIES AND INTEREST 8Y PAYING ON TIME. (".° TODAY'S DATE 6/30/2018 c.S\ TAX CLOSING DATE 12/31/2017 EMPLOYER IIDENTIFICATICK4 NO ION) 66-0776990 c.\\‘‘. %CC* SECTION I CORPORATION NAME Nautilus, Inc. PHYSICAL ADDRESS 6100 Red Hook Quarter, 83. St. Thomas, U.S. Virgin Islands 00802 TAMING ADDRESS 6100 Red Hook Quarter, B3, St. Thomas, U.S. Virgin Islands 00802 DATE OF INCORPORATION 11/22/2011 Futon OF BUSINESS Holding Property for Personal Use SECTION 2 CAPITAL STOCK AUTHORIZED ON LAST RED REPORT wow Pew et mom.stem Setrwevelue CAPITAL STOCK AUTHORIZED ON THIS DATE 10/00,Ans✓pawsIleck. till re Wu, SECTION 3 • PAIDEN CAPITAL STOCK USED IN CONDUCTING BUSINESS A. AS SHOWN ON LAST Rao REPORT STOW B. ADOMONAT CAPITAL PM) SINCE LAST REPORT 0 C. SUM OF 'A' AND 114 ABOVE 0. PA1041 CAPITAL WITHDRAWN SPICE LAST REPORT I 0 E. PA/1344 CAPITAL STOCX AT DATE Cf DRS REPORT TTA00 F. HIGHEST TOTAL PAIDIN CAPITAL STOCK OURNG REPORTING PERO() $1.000 SECTION 4 • COMPUTATION OF TAX A. AT RATE OF $130 PER THOUSAND (PLEASE ROUND DOWN TO THE NEAREST THOUSAND) ON HIGHEST TOTAL PAID-P4 CAPITAL STOCK AS REPORTED ON LINE 3F ABOVE SIMKO B. TAX DUE NA OR $150.00 (FOTICHEvER 6 GREATER)) SECTIONS - PENALTY AND INIMIEST FOR LATE PAYMENT A. PENALTY - 20% OR $.50.00 iviHICHEvER IS GREATER) OF II B. MEREST- 1% COMPOUNDED ANKIALLY FOR EACH MONTH. OR PART THEREOF. BY WIRCH PAYMENT IS DELAYED BEYOND THE JUNE 301' DEADLINE C. TOTAL PENALTY AND MEREST SECTION 6 -TOTAL DUE (TAXES. PENALTY. INTEREST) SUM Of a AND SC I °MAAS PUIMIY OF MST.UMM TM LAM Of TIII THUD SIAM NIGH MANDL INAT Ali SZAIMMI NMI AM ICATIOK AND AM ACCOSAMMO 0000MOOS. AM au CORISCI. WITH Mt MAI Alt PAWPAWS MAN PI MIS APIPUCAIMIAM MILPICI 1• VIUMA110 AMMAT ANY FANS OA °MKS 1110 ANT 0411010/4 MAY 04104 C4MAI OR 12/ AMOCAllON Of noarmnolt a D aidw4KNyt DNY_GM_00010436 PRIMED 'IRV NAME ANDIASI NAPA CONFIDE I NAAII EFTA 00121090 EFTA01266736  THE UNTIED STAID \ARON ISLANDS OFFICE OF THE LIEUTENANT GOVERNOR 5049 Comers Go: 0444/ Amble. LaBrn Nana 03632 DIVISION OF CORPORATIONS AND TRADEMARKS ITO:JAN) Omni omoinese.NonIna 00120 From 34.461SIS Prom • 34)773.640 Faa • 34776.412 4313330 ANNUAL REPORT - DOMESTIC AND FOREIGN CORPORATION CORPORATE ft NGS AND RECTUSSITE TAXES ARE DUE. EACH YEAR. ON OR BEFORE JUNE 30". AvOD PENALTIES AND INTEREST BY PAYING ON TIME. TODAY'S DATE TAX CLOSING DATE EMPLOYER MENTNICATION NO. Ma 6/30/2018 12/31/2017 66.0776990 SECTION I CORPORATION NAME NauUkis. Inc. ADDRESS OF MAN OFICE ADDRESS OF PREICIPLE USVI OFFICE 0100 Red Hook Ouriner. 83.51. Thomas. US. Virgin blends 00002 Sams Inks VI. LLC Joni Penn Preinsiond Rang Yo63 owe Noses 11/22/2011 S ia. Si. Moms. U.S. VeganPAWS 0042 DATE Of NCORPORATION COUNTRY/STATE OF INCORPORATION U. S. Virgin Islands AMOUNT Of AUTHORIZED CAPITAL STOCK AT CLOSE Of FISCAL YEAR 10.000 shares el common stock. 5.01 par value AMOUNT OF PAID-N CAPITAL CAPITAL AT CLOSE Of FISCAL YEAR 51.000 AMOUNT Of CAPITAL Lazo IN CONDUCTING BUSINESS wiNIN THE USVI DUMNG THE FISCAL YEAR 51,000 SECTION 2 NAMES AND ADDRESSES Of ALL DETECTORS AND OFFICERS Of THE CORPORATION AT THE CLOSE Of FISCAL YEAR ANDEXPIRATION DATES OF TERMS OF OFFICE - NAME/MIE ADDRESS TERM EXPIRATION Jeffrey E Epstein, PresidenUDirector 6100 Red Hook Quarter, B3, St. Thomas, USVI 00802 Serves TAM successor elected Richard Kahn, Treasurer/Director 130 East 75th Street, Apt 7E, New York, NY 10O21 Serves at successor elected Damn K Oa. VIM PreficlentGetrananicibx 2 Kean Court, Livingston, NJ 07039 Serves wall successor etected I Mull. WIMP numuy OF num. UNDO CI lAvn Of TM WINO SIAM MACH MANDE HMI ALL RA ID N IMIATITUCADON AND ANY ACCOAVANYING DOCTIMENTS TEM MV CORLLCf. NMI 114 gYNloOwN I MAI ALL UAnNatal AMC IN BO APPUCAHON MI IMUICI 10 DIAI ANY MN 02 NITIONITI TO AMY OINDIOHMAY El TOR Of'BM OR WIUbWC EVOCATION Of PrOSTEMON Richard Kahn gam MIMEO RIM TTAME AND LAST NUM ▪ 4 DE LAST RCM 006 NOT COVER WE PERM IMMEDIATELY PRECEDING THE R9C PENCO COVERED BY INS WOK A $uPPIEMNIMY REPORT ON NE SA..* MUST BE W.