EFTA00292615.pdf

:KmF PM r Application to University of the Virgin Islands Research and Technology Park for the Establishment of a Protected Cell 1. Applicant Summary 1.1 Company Name (include any trade names): Financial Intematics, Inc. 1.2 In what Jurisdiction is the Company formed and existing (e.g., incorporated, organized, registered, etc.): U.S. Virgin Islands 1 1.3 If an Entity, what type of entity is the Company (e.g. corpoudion, limited liability company, partnership. etc.): Corporation 1.4 Registration Number within country of formation (e.g. EIN in US): 66-0779861 1.5 Ownership structure of Applicant (publicly quoted, privately held): Privately held 1.6 Stock Market Exchange and Ticker Symbol if Applicant Is publicly quoted (leave blank if not public): 1.7 General Field of Business in which the Applicant is engaged: Database services RTPark Application - Page 1 RTPark-PC-02.1-2012 EFTA00292615  If the Applicant is a wholly-owned subsidiary, or controlled and/or owned in the majority by another entity, please complete and attach a separate copy of this page for the parent company or controlling entity, as the case may be. The information and agreements detailed in the following Sections 2.-13. must be provided for the Applicant, and where appropriate for the parent company or controlling entity, as well. Each Principal of the Applicant must each complete and submit the *Due Diligence Submission Application for Principal" form. Only principals of the Applicant approved by the Research and Technology Park Protected Cell Corporation are eligible to receive USVI tax incentives through a Protected Cell. RTPark Application - Page 2 RTPark-PC-02-1-2012 EFTA00292616  2. Applicant Documentation including Organizing Documents and Business Summaries The following documents and information must be provided as part of the application and properly certified by the Applicant 2.1. For all Applicants: 2.1.1. A management organization chart for the Applicant clearly indicating any divisional or business unit structure, and (to the extent not provided elsewhere) clearly delineating the exercise of control and mechanisms for change in control; Check ifAttached. Appendix 1 (X) 2.1.2. A categorized list of states and jurisdictions in which the Applicant has offices, holds property or conducts business; Check if Attached. Appendix 2 (X) 2.1.3. A copy of the most recently obtained good standing certificates for all states and jurisdictions in which the Applicant is qualified to do business; and Check if Attached. Appendix 3 (X) 2.1.4. A statement giving full details of the number of employees of the Applicant in all Its worldwide locations, indicating the percentage that are professionally or technically qualified and the percentage that are in supervisory or managerial roles. Check if Attached Appendix 4 (X) RTPark Application - Page 3 RTPark-PC-02-1-2012 EFTA00292617  2.2. asdraton tr arnciirmted Applicants whose stock is not listed and publicly tradedsn a major US stock exchange: 2.2.1. A comprehensive description of the authorized, issued and outstanding, and treasury stock of the Applicant including all classes of stock, and a listing of all shareholders and their corresponding shareholdings (including their home and business addresses, e- mail address and daytime telephone numbers) who beneficially own any stock in the Applicant; Check ifAttached, Appendix 5 Q() 2.2.2. A comprehensive description of any debt and a listing of all creditors including the nature of indebtedness, business addresses, principal contacts, payment terms and account numbers, other than for trade payables which Applicant Is paying within terms; Check if Attached, Appendix 6 ( ) 2.2.3. A current copy of the Articles of Incorporation and all amendments thereto; Check if Attached, Appendix 7 (X) 2.2.4. A current copy of the Bylaws and all amendments thereto; Check ifAttached, Appendix 8 (X) 2.2.5. A list of all Officers and Directors of the Applicant, with their home and business addresses, e-mail address and daytime telephone numbers, board committee memberships and roles, equity holdings in the Applicant (including through affiliates), relevant professional qualifications and citizenship; and Check if Attached, Appendix 9 (X) 2.2.6. A copy of the most recent annual report to shareholders. Check if Attached. Appendix 10 ( ) 2.3. For incorpor pplionts whad9Skitilated and publicly traded on a major US stock exchange: 2.3.1. A copy of the most recent annual report; and Check If Attached, Appendix 11 ( ) 2.3.2. Copies of any SEC filings made within the previous twelve (12) months. Check If Attached, Appendix 12 ( ) RTPark Application — Page 4 RTPask.PC-02-1-2012 EFTA00292618  2.4. Eor limited liability companies: 2.4.1. A comprehensive description of the authorized, issued and outstanding, and treasury membership interests of the Applicant including all classes of interests, and a listing of all members and their corresponding ownership interests (including their home and business addresses, e-mail address and daytime telephone numbers) who beneficially own any ownership interests in the Applicant; Chock itAttached, Appendix 13 ) 2.4.2. A comprehensive description of any debt and a listing of all creditors including the nature of indebtedness, business addresses, principal contacts, payment terms and account numbers, other than for trade payables which Applicant is paying within terms; Chock if Attached, Appendix 14 ( ) 2.4.3. A current copy of the Articles of Organization and all amendments thereto; Check it Attached, Appendix 15 ( ) 2.4.4. A current copy of the Operating Agreement and all amendments thereto; Check IIAttached, Appendix 16 ( ) 2.4.5. A list of all Members and Managers of the Applicant, with their home and business addresses, e-mail address and daytime telephone numbers, board committee memberships and roles, equity holdings in the Applicant (including through affiliates), relevant professional qualifications and citizenship; and Check ifAttached. Appendix 17 ( ) 2.4.6. A copy of the most recent annual report to Members Check i Attached, Appendix 18 ( ) RTPark Application - Page 5 RTPack-PC-02-1-2012 EFTA00292619  2.5. For_partnerSOS: 2.5.1. A copy of the partnership agreement, any certificate of partnership, Certificate of existence and any operating and/or management agreements material to the partnership; Check if Attached. Appendix 18 ( ) 2.5.2. A comprehensive description of partnership equity holders including a listing of all general and limited partners and their partnership interests (including their home and business addresses, e-mail address and daytime telephone numbers) who beneficially own any partnership interests (including, without limitation, partnership unit holdings, net profit interests, rights to distributions, or derivative economic interests); Check if Attached. Appendix 19 ( ) 2.5.3. For all partners with interests in the general partnership, a comprehensive description of their occupation, professional qualifications and citizenship; Check if Attached. Appendix 20 ) 2.5.4. A comprehensive description of any debt and a listing of all creditors including the nature of indebtedness, business addresses, principal contacts, payment terms and account numbers, other than for trade payables which Applicant is paying within terms; and Check if Attached, Appendix 21 ( ) 2.5.5. A copy of the most recent annual report to partners. Check if Attached, Appendix 22 ( ) RTPark Application - Page 6 RTPark-PC-02-1-2012 EFTA00292620  3. Financial Information Relating to the Applicant The following financial information must be provided as part of the application and properly certified by the Applicant: 3.1. For all Applicants: 3.1.1. The start date of the Applicant's fiscal year (i.e., the financial year the Applicant uses for accounting purposes) must be clearly indicated; and Check ifAttached, Appendix 23 (X) 3.1.2. A summary of any information relating to the Applicant, and not specifically supplied elsewhere in the application, which the RTPark and/or RTPark-PC, in their reasonable judgment, would be likely to construe as material to the application. Check if Attached, Appendix 24 ( ) 3.2. FojAppligantswMe stock is not listed 604..PubliclaradcApaamajgr US Stock exchange: 3.2.1. Audited financial statements for the previous three (3) years (or since inception If the Applicant has been in existence for less than three (3) years); ALSO SEE Sec 4.1 Chock If Attached, Appendix 25 ( ) 3.2.2. A list of all banks, lenders and other financial institutions with which the Applicant does business or has a relationship, accompanied by contact details, a description of the nature of the relationship, and current balances; Check if Attached, Appendix 26 (X) 3.2.3. A summary, with approximate percentages of the principal sources of revenues for the Applicant must be provided, including details of any individual clients providing more than 10% of the Applicant's revenues; and Check if Attached, Appendix 27 (X) 3.2.4. Projections for revenue and profitability must be provided for the Applicant for a period of at least two (2) years beyond the current fiscal year. Check if Attached, Appendix 28 QC) RTPark Application - Page 7 RTPark-PC-02-1.2012 EFTA00292621  4. Taxation Status of the Applicant The following evidence of good standing and compliance with tax authorities must be provided as part of the application and property certified by the Applicant 4.1. Copies of income tax returns for any jurisdictions in which the Applicant is subject to taxation for al least the immediate prior two (2) tax years (or since Inception if the Applicant has been in existence for less than two (2) years); and ALSO SEE Sec 3.2.1 Check if Attached, Appendix 29 ( ) 4.2. Evidence of the Applicants timeliness in filing and remitting taxes, as the case may be, on income, gross receipts, assets, franchise, unemployment, social security, and any others property assessed in any jurisdiction in which the Applicant does business. Check if Attached, Appendix 30 ( ) 5. Litigation Status of the Applicant For Applicants whose stock is not listed and publicly traded on a major US stock exchange, the following information must be provided as part of the application and properly certified by the Applicant: 5.1. Information concerning any pending lawsuits, and any lawsuits brought within the past ten (10) years, involving the Applicant in any legal jurisdiction worldwide. Check if Attached, Appendix 31 ( ) 5.2. Information conceming any decrees, orders or judgments of courts or governmental agencies holding appropriate jurisdiction against the Applicant. Check If Attached. Appendix 32 ( ) 5.3. Has the Applicant ever been adjudicated bankrupt or filed a petition for any type of bankruptcy, insolvency or liquidation under any bankruptcy or insolvency law in any jurisdiction? If the answer is yes, then attach a full explanation. Check if Attached, Appendix 33 ( ) RTPark Application - Page 8 RTPark-PC-02-1-2012 EFTA00292622  6. Joint Venture/AffillateallAgreements Relating to the Applicant For Applicants whose stock is not listed and publicly traded on a major US stock exchange, details must be provided of any existing or pending acquisition or divestiture (Including equity transactions , buy-outs, asset sales, or involving specific lines of business), joint venture, affiliation, franchise, or similar agreements between the Applicant and any other entity. Check if Attached, Appendix 34 ( ) 7. Government Regulations and Filings Relating to the Applicant For Applicants whose stock is not listed and publicly traded on a major US stock exchange, details of all permits and licenses incidental to the Applicant's authority to do business (wherever it does business) must be provided. Check If Attached, Appendix 35 ( ) 8. Operation Plan for the Applicant All Applicants must provide a proposed Operation Plan (which includes the specific business and investment objectives of the Applicant) as part of the application, which will be subject to review and consideration by the RTPark Executive Director and the RTPark Board. If approved by the RTPark Board, some or all of the Operation Plan will be incorporated into the Park Tenant Agreement, so the Operation Plan should be crafted by the Applicant with care. The proposed Operation Plan should include, at a minimum: Operation Plan should be attached as Appendix 36 8.1. A clear statement of the intended nature of the business of the proposed Protected Cell. This statement should clearly indicate the principal products or services which the Applicant will provide, and should characterize the principal markets or customer groups at which the products and/or services are targeted; 8.2. A clear, unambiguous summary of the sources of capital for the Protected Cell, their respective financial contributions, and percentage ownership of the Protected Cell. For each identified source of capital, full details must be given, including name and contact information, country of registration or citizenship, and corporate status; 8.3. To the extent the information already provided in Sections 3 and 4 above would differ from that of the proposed Protected Cell, Sections 3 and 4 should be completed for the proposed Protected Cell; and 8.4. Pro-forma financial statements, including balance sheet, income (profit and loss) and cash flow statements, must be provided for the first two (2) years of operation of the Protected Cell. RTPark understands that accuracy in long term forecasts is dependent on many factors which cannot be readily foreseen or measured. Nevertheless, the Applicant's long term forecasts have value, as part of RTPark-PC's ongoing assessments of the Applicant's perspective on its markets, UVI's planning for curriculum and continuing education programs, and RTPark's efforts to plan resources to meet the ongoing needs of tenants and Protected Cells. The Applicant Is advised to prepare Its forecasts with reasonable care and diligence. RTPark Application - Page 9 RTPark-PC-02.1-2012 EFTA00292623  9. Statement from Applicant's USVI Legal Representative The Applicant's legal representative in the USVI must (a) evaluate and confirm certain information relating to the Applicant and the application (including Applicant's legal organization and standing, authority to execute documents to become a Protected Cell, relevant background examinations and such other matters as RTPark counsel may reasonably require) (b) disclose to RTPark any details it deems material to the nature of the Applicant, the application, and the relevance of the proposed Protected Cell to the mission and objectives of RTPark (as set forth in the Guiding Principles), and (c) render to RTPark its report in form and substance sufficiently similar to an opinion letter. Details of any pending court cases and of any court rulings or judgments against the company over the past five (5) years should be included, as well. The report should clearly identify any information for which the legal representative relied on the representations of the Applicant. The Applicant's legal representative in the USVI must also confirm that counsel has discussed with the Applicant and its principals whether the Company's proposed business operations as a Protected Cell of the Research and Technology Park Protected Cell Corporation complies with the IRS Source Rules Involving U.S. Possessions documented as Regulatory Information Number (RIN) 1545-8F85 effective April 9, 2008, IRS Notices 2006-76, 200445, 26 USC 932, 934, 937 and subsequent IRS regulations to enable the Applicant to have income that qualifies for USVI tax Incentives under the RTPark program. The Applicant's legal representative in the USVI must provide a tax analysis of the Applicant's proposed business operations under such tax law. Applicant confirms that the examples used by the IRS in Notice 2006-76 refer specifically to companies organized in a U.S. territory, have their sole place of business in the U.S. territory, and are not engaged in the conduct of a trade or business in the United States. 10. Statement from Applicant's Accountants The Applicants certified accounting firm must provide a statement to the effect that they have examined the financial position of the applicant, and believe it to solvent and be of good standing in relation to all of its tax and other financial obligations. The report should clearly identify any information for which the accounting firm relied on the representations of the Applicant 11. Tax Clearance Certificate. Applicant must provide a Tax Clearance Letter from the Govemment of the Virgin Islands Bureau of Internal Revenue. Chock if Attached, Appendix 37 (X) RTPark Application - Page 10 RTPark-PC-02-1-2012 EFTA00292624  12. Suspicious Financial Transactions Applicant agrees that, if approved as a Protected Cell, it will report to University of the Virgin Islands Research and Technology Park Corporation and Research and Technology Park Protected Cell Corporation any suspicious financial transactions of its customers when it becomes aware of them as required under applicable law. For guidance on suspicious activities consult with the U.S Department of the Treasury's FINCEN website at http://www.fincen.gov/. 13. No Guarantee of Tax Incentives. Applicant agrees that the University of the Virgin Islands Research and Technology Park Corporation and the Research and Technology Park Protected Cell Corporation do not guarantee that USVI tax incentives available as a Protected Cell of the Research and Technology Park Protected Cell Corporation will apply to Applicant's business operations as a Protected Cell. Applicant agrees it is relying on its own tax advisers to determine whether USVI tax incentives apply to its proposed business operations as a Protected Cell (if it is approved) and claimed by Applicant to be eligible under the United States Internal Revenue Code and the regulations promulgated thereunder as in effect in the United States and in the USVI. It is Applicant's obligation to operate its businesses in a manner that qualifies for the USVI tax incentives and not to claim USVI tax incentives for any business operations that do not qualify or for any income that is not USVI source income or income that is effectively connected with a USVI trade or business. CERTIFICATION After first being duly sworn, the undersigned, individually and on behalf of the Applicant, hereby certifies that all the above information, as well as any accompanying documents, are true and complete to the best of my knowledge, information and belief. Any changes to the information provided in this application after submission will be reported promptly to the University of the Virgin Islands Research and Technology Park Corporation. The undersigned acknowledges and accepts its continued reporting obligation to give accurate and timely information. The undersigned certifies that the undersigned is the duly authorized representative of the Applicant and is authorized to sign this Application on behalf of the Applicant. SIGNATURE Print Name: Date: SIGNATURE Print Name: Date: Subscribed and sworn to Before me this , 2012. Notary Public My Commission expires: (Notary Seal) RTPark Application — Page 11 RTPark-PC-02-1-2012 EFTA00292625  RELEASE AUTHORIZATION To all Courts, Probation Departments. Selective Service Boards, Employers, Educational Institutions, Banks, Financial and Other Such Institutions, Credit Agencies, and All Private or Government Agencies, federal, state and local, without exception, both foreign and domestic. On behalf of (Name of Enterprise) have authorized the University of the Virgin Islands Research and Technology Park Corporation (RTPark), and its designees, to conduct a full investigation into the background of the enterprise, its principals, agents and employees. Therefore, you are hereby authorized to release any and all information pertaining to the enterprise, documentary otherwise, as requested by any agent of the RTPark or its designees. A copy of this authorization will be considered as effective and valid as the original. (Signature & Title) Subscribed and sworn to before me this , 2012. Notary Public My Commission Expires: NOTARY SEAL hFdeserverhshare1WVI Tech ParkApplication Formativelication Form-Entity-el4.31.2012-Ucbcx RTPark Application — Page 12 RTPark-PC-02.1-2012 EFTA00292626  Financial Infomatics, Inc. RT Park Application APPENDIX 1 MANAGEMENT ORGANIZATION STRUCTURE [TO DISCUSS WITH DARREN & CECILE] EFTA00292627  Financial Infomatics, Inc. RT Park Application APPENDIX 2 JURISDICTIONS Fll will have its principal office and conduct business in the U.S. Virgin Islands. EFTA00292628 Financial Infomatics, Inc. RT Park Application APPENDIX 3 CERTIFICATE OF GOOD STANDING EFTA00292629  Corp No. 581871 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES —0— CHARLOTTE AMALIE, ST. THOMAS, VI 00802 C if° SU to Whom atie 'haat* 4Com - eD 1, the undersigned, LIEUTENANT GOVERNOR, DO hereby certifies that FINANCIAL INFORMATICS, INC. Business Corporation of the Virgin Islands filed in my office on November 18, 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 8th day of December, 2011. G ORY R. FRANCIS Lieutenant Governor of the Virgin Islands croc5-1,10L1 EFTA00292630  Financial Infomatics, Inc. RT Park Application APPENDIX 4 EMPLOYMENT INFORMATION Based upon its business model, FII intends to have employees of which °A) will be professionally or technically qualified and % will occupy management or supervisory roles. Fli's management will include a team of professionals, including: Chief Executive Officer. This position will be held by Mr. Jeffrey Epstein and he will provide leadership, develop networks of contacts, build effective management teams, articulate and champion a vision for HI, and pursue the vision of FII and its staff. Mr. Epstein will develop and implement strategic objectives that support FII's mission. As CEO, he will define strategic priorities and seek to align key performance indicators to the strategic priorities of Fit. Mr. Epstein will use his scientific, mathematical, business and regulatory knowledge to plan, organize, oversee, and assess Fli's operations in relation to Fll's strategic objectives. Chief Operating Officer The primary skills for the person in this position are business development experience and an educational background in Economics, Business Administration and Accounting. Specific responsibilities will include: revenue generation, profitability and growth, as well as overseeing the operations to ensure production efficiency, quality service, and cost-effective management of resources. The COO will also direct the planning and policy-making committees as set by Fll's governing board. Chief Scientific Officer The person in this position should have a . in Biomedical Informatics and/or a medical degree with conceivably another degree in Computer Technology or Engineering. Primary responsibilities will be serving as head of research and development within the biomedical division of FII. The person in this position may have to liaise with governmental agencies and may need to present research updates. This person may also be responsible for hiring and firing his or her own staff, and assigning duties directly. Chief Financial Engineer The person in this position should have an advanced degree in Financial Engineering and/or Quantitative Research. Primarily responsibilities will be the development of an operating plan and strategic objectives that support FII's Algorithmic team. This person will provide leadership to direct others in solving complex problems and will exercise authority to implement and initiate projects. The person in this position will also be responsible for introduction of new technology enhancement into the research area and for the scientific and career growth of employees. EFTA00292631  Financial Infomatics, Inc. RT Park Application Developer/Quantitative Analyst This person will use quantitative techniques and apply them to statig arbitrage, algorithmic trading, and electronic market making. This person should have a . in Physics, Engineering, or Mathematics and Computer Programming. Employee Team FII cannot be successful in the U.S. Virgin Islands without the support of a qualified staff. A large majority of Fli's employees will have advanced degrees in fields such as Computer Science, Mathematics, Biomedical Informatics and/or Finance. Skills will include: Bioinformatics, Molecular Biology, Biochemistry, Statistics, Mathematics, Software Architecture and Design, Database Management and Human-Computer Interaction. Some positions will be considered professional in nature and will be full-time, while others may be strictly entry-level employees. EFTA00292632  Financial Infomatics, Inc. RT Park Application APPENDIX 5 SHARES As provided in the Articles of Incorporation, Fll has authorized 10,000 shares. Of the 10,000 currently authorized shares, 10,000 have been issued to Mr. Jeffrey E. Epstein. Jeffrey E. Epstein 6100 Red Hook Quarter, Suite B-3 St. Thomas, VI 00802 EFTA00292633 Financial Infomatics, Inc. RT Park Application APPENDIX 7 ARTICLES OF INCORPORATION EFTA00292634  ARTICLES OF INCORPORATION OF FINANCIAL INFOMATICS, INC. We, the undersigned, for the purposes of associating to establ ish 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 Island s 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 The name of the Corporation (hereinafter referred to as the "Corporation") is Financial Infomatics, Inc. ARTICLE II The principal office of the Corporation in the Virgin Islands is locate d at 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, US. Virgin Islands, 00802 and the name of the resident agent of the Corporation is Kellerhals Ferguson LLP, whose mailing address is 9100 Haven sight, Port of Sale, Suite 15-16, St Thomas, U.S. Virgin Islands 00802, and whose physical address 9100 Haven sight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands. ARTICLEJII Without limiting in any manner the scope and generality of the allowable functions of the Cognation, it is hereby provided that the Corporation shall have the following purposes, objects and powers: ci Cr. r. (1) To engage in any lawful business in the United States Virgin i. '7.) Islands. : , (2) To enter into and carry out any contracts for or in relatio n to the foregoing business with any person, firm, association, corporation, or government or governmental agenc y. (3) To conduct its business in the United States Virgin Island •• s and to have offices within the Wiled States Virgin Islands. (4) To borrow or raise money to any amount permitted by law the by sale or issuance of obligations of any kind, to guarantee loans, other types of indebtedness and financing obliga tions, 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 corpo rations 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, objec ts 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 Articl es of Incorporation. cnce51 • 1O(.4 EFTA00292635  (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. (I) 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 exeP ding 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. To issue such classes of stock and series within any class of stock with such value and voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions diAeofrai is stated in the resolution or resolutions providing for the issue of such stock adtifttedAy the Board of Directors and duly filed with the office of the Lt. Governor of the•Vitgif Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the may be amended from time to time. ARTICLE VIII rn 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 EFTA00292636  No stockholder shall pledge as collateral for indebtedness any shares of stock without Cost obtaining the written consent of a majority of the disinterested members of the Board of Directors of the Corporation. &ICICLE IN 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. ARTICLED( 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 contract 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 rase 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 interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other persoh-'for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such dittgtor pt ditetors or officer or officers be accountable for any gains or profits realized thereon. The provisions thblArticle shall not be construed to invalidate or in any way affect any contract or transaction that wouldcp . theeSise be valid under law. ARTICLE XI (a) 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, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of die 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