EFTA01255098.pdf

89/29/2802 j.2t 29 348-n4-2029 PALL HCFFMAN PC PAGE 82 • ARTICLES OF INCORPORA TION OF JEEPERS, INC. We, the undersigned, for the purp oses of associating to establish a transaction of the business and the corporillton for the promotion and conduct of the objects stated, 'tinder tlie praviiimis sodsub and purposes hereinafter ject to the itquirtments of the. laws United States (hereinafter called the of the Virgin Islands of the Virgin Islands), and particularly the of the Virgin Islands (Chapter 1, Titl General Corporation Law e 13, Virgin Islands Code), as the sam rime to time, do make and file thes e may be amended from e Articles of Incorporation in writing and do certify: ARTICLE I I The name of the corporation (hereinafter referred to as the "corporation') is JEEPER 1 S, INC. ARTICLE If The principal office of the corporation in the Virgin Islands is located at 41-42 Kon St. Thomas, VI, and the name of the resid gens (lade, ent agent of the corporation at that address Mignon Weatherly. is Barbara ARTICLE III Without limiting in any manner the scope and generality of the allowable corporation, it is hereby provided that functions of the the corporation shall have the following purp powers: oses, objects and I. To engage in any lawful undertaking or busi ness. 2. To engage in any commercial, industrial, agricultural, marketing. transportation, or service activity, business, or enterprise calc ulated or designed to be profitable to the corporation. 3. To design, develop, manufacture, cons truct, assemble, install, repair, maintain, prepare and compound and to buy, sell, import, export, and otherwise deal in commercial, industrial, agricultural, or other instruments, appliances, tool machinery, equipment, parts, supp s, lies, accessories, devices, preparations, compounds, and articles, and goods, ware s, and merchandise of every kind; to maintain and operate laboratories and testi ng facilities of every kind and to carry on the business of analysts, testers, examiners, advi respect to materials, equipment, and proc sors, and techoical consultants with esses of every kind and to carry on rese and experiments with respect thereto. arch SDNY_GM_00054467 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0017291 EFTA_001165037 EFTA01255098  09/29/20B3 12:20 340-774-2030 PAUL HOFFMAN PC PAC£ 04 Articles of Incorporation Page 2 4. To acquire, hold, mainta in, and operate such plants buildings, equipment, veh , workshops, offices, stores icles, and vessels as may , conduct of the business herein be desirable for the pro referred to, and to do and per may be legally performed by perfor a corporation engaged in suc m every other act that h business. 5. To apply for, acquire, registe r, use, hold, sell, assign, or oth absolutely or by way of lease, erwise dispose of (either mortgages, pledge, or license respect to and otherwise turn ), to grant licenses with to account any letters patent of any foreign country, or pen the United Stares or of ding applications therefor, and improvements, devices, trade any inventions, secrets, formulae, processes, brands, labels, copyrights, and trademarks, trade names, privileges and any right, tick, or inte rest therein, 6. To purchase, or otherwise acquire , take by devise, hold, own, mo enjoy or otherwise turn to rtgage, pledge, sell, account, assign, and transfer in goods. wares, and merchand and to invest, trade, and deal ise, and real and personal pro perty of every kind. 7. To acquire all or any part of the good wilt, rights, proper person, firm, association, or cor ty, and business of any poration and to pay for the sai or bonds of this corporatio nt in cash or in stock n or otherwise and to hold or in whole or any part of the pro any manner dispose of the perty so purchased, and to therewith any liabilities of any suc assume in connection h person, firm, association, conduct in any lawful manne or corporation, and to r in any place the whole or any acquired. part of the business thus 8. To purchase, bold, sell, assign , transfer, mortgage, pledge, or the shares of the capital sto otherwise dispose of ck of, or any bonds, securit indebtedness created by any oth ies, or evidences of er corporation or corporations or any other jurisdiction and, wh of the Virgin Islands ile the owner of such stocks evidences of indebtedness, , bonds, securities, or to exercise all the rights, pow ownership, including the righ ers and privileges of t to vote any stock thus owned. 9. To borrow or raise money to any amount permitted by law by the bonds, notes, debentures, or sale or issue of other obligations of any kind mortgages or other liens upo and to secure the same by n any and all of the property corporation. of every kind of the 10. To enter into and carry out any contracts including enterin partnerships, limited or genera g into joint ventures or l, as limited or general partne r, or both, for or in SONY _GM 00054468 CONFIDENTIAL - PURSUANT TO FED. R.gtQN(F IDENTIAL DB-SDNY-0017292 EFTA_00I 65038 EFTA01255099  05129/2003 22:20 340-774-203ft PAUL H3EFI4A/4 PC PAGE 05 Articles of Incorporation Page 3 relation to the foregoing business with any person, firm government or governmenta , association. corporation, l agency. or - • — 14----To conduct its business in the•Virghrlsl foreign-countries and to hav ands and elsewhere e offices within or outside the in the United States and purchase, mortgage, and con Virgin Islands and to hold, vey real and personal proper Virgin Islands. ty within or outside the 32. To do all and everything necessary, suitable and proper any of the purposes or the atta for the accomplishment of inment of any of the objects the powers herein set for or th, either alone or in connec the exercise of any of individuals, associations, or cor tion with other firms, porations in the Virgin Islands United States and foreign cou and elsewhere in the ntries, and to do any other act appurtenant to or growing out s or things incidental or of or connected with the said objects, and powers or any par business, purposes, t thereof not inconsistent wit Islands, and to exercise any and h the laws of the Virgin all powers now or hereafter con herein or not. ferred enumerated The purposes, objects, and powers by reference to the terms of specified in this Article shall any other subdivision or not be limited or restricted Incorporation. of any other Article of these Articles of in• ARTICLE IN/ The total number of shares of stock which the corporation is shares of common stock of no authorized to issue is 1,000 par value; no preferred stock is The minimum amount of cap $1,000.00. authorized. ital with which the corporatio n will commence business is 1 AjT.TICLE V The name and place of reside follows: nce of each of the persons forming the corporation are as Barbara Mignon Weatherly SDNY_GM 00054469 CONFIDENTIAL — PURSUANT TO FED. R.CONCE IDENTIAL DB-SONY-0017293 EFTA_00165039 EFTA01255100  84/29/2003 12:20 340-774-2030 PAUL HOFFMAN PC rapt at, Articles of Incorporation Page 4 Ena Simon Mary R. Weber ARTICLE VI The corporation is to have perpetual exis tence. ARTIcafl The corporation is to be unlimited in the be subject. amount of indebtedness to which it shal l at any time ARTICLE VIE For the management of the business in further creation, definition, and for the conduct of the affairs of the limitation, and regulation of the powers corporation, and directors and stockholders, it is further prov of the corporation and of its ided: 1. The number of directors of the corp oration shall be fixed by, or in the provided in the By-Laws, but in no case manner 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 Islands. and subject at all times to the of the Virgin 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 regu lar meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsis with any existing law, fixing or alter tent ing the management of the property the corporation, the governing of of its affairs, and the manner of certification and transfer ants stock. b) To authorize and issue obligations ofth e corporation, secured and unsecure to include therein such provisions d, as to redeemability, convertibility or SDNY_GM 00054470 CONFIDENTIAL - PURSUANT TO FED. R.QCARV IDENTIAL DB-SONY-0017294 EFTA_OOI 65040 EFTA01255101  09/29/200'3 12:2k) 3043-774-2eae PAUL HOPTMAN It PACE Si Articles of Incorporation Page 5 otherwise, as the Board of Directors in its sole discretion ma to authorize the mortgagin y determine and g or pledging of, and to aut executed mortgages and lien hor ize and cause to be s upon • pertorial; including after acquire any property of the .corporation, real or d property. c) To determine whether any , and, if any, what part of the corporation or of its net assets net profits of the in excess of its capital shall dividends and paid to the sto be declared in ckholders, and to direct and and disposition thereof. determine the use d) To contract in the name of the corporation with individual me Board of Directors in their mbers of the individual capacity or as repres fum, association or corporatio entatives of any n. c) To sell or otherwise dispos e of the real or personal corporation. property of the t) To set span a reserve or reserv es, and to abolish such reserve to make such other provision or reserves, or s, if any, as the Board of Dir necessary or advisable for wo ectors may deem rking capital, for additions, imp betterments to plant and equ rovements and ipment, for expansion of the bus corporation (including the acq iness of the uisition of real and personal purpose) and for any other pur pro perty for this pose of the corporation. g) To establish bonus, profit-sha ring, pension, thrill and other compensation or retirement pla types ofincentive, ns for the officers and officers and employees who are employees also directors) of the corporatio (including the amounts of profits to be n and to fix distributed or shared or contrib amounts of the corporation's uted and the funds otherwise to be devoted determine the persons to partici thereto and to pate in any such plans and the their respective participation amounts of . h) To issue, or grant options for the purpose of shares of stock of to officers and employees the corporation (including officers and emplo directors) of the corporation yee s who are also and on such terms and conditi of Directors may from time ons as the Board to time determine. i) To enter into contracts for the management of the business of for terms not exceeding five (5) the corporation years. SDNY_GMONMA471 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0017295 EFTA_00165041 EFTA01255102  OW 29i 2003 I 2: 20 340-774-2030 PAUL KIFFMAN PC PAGE 08 Articles of Incorporation Page 6 j) To exercise all the powers of the corp oration, except such as are conferred law, or by these Articles of Inco by rporation or by the By-Laws of corporation, upon the stockholders. the EATICLEIX Any person made a party to or otherwis of the fact that he is or was a dire e involved in any action, suit or proceedi ng. by reason ctor, resident agent or officer of the corporation in which he served as such corporation or of any at the request of the corporation, shall corporation against any and all amounts be indemnified by the , costs and expenses, including but not fees, amounts paid upon judgments or limited to. attomey's awards or in settlements (before or after actually and necessarily incurred by or suit is commenced), imposed upon him in connection with proceeding, or in connection with any appe such action, suit or al therein, except in relation to matters as be adjudged in such action, suit or proc to which it shall eeding, or in connection with any appe officer or director is liable for wilful misc al therein, that such onduct in the performance of his duties. of this Article shall not be deemed excl The provisions usive of any other rights respecting indemni one seeking indemnification may be entit ficat ion to which led and shall not be read to limit or restr provisions of law, nor to further limi ict any applicable t the corporation as respects indemnif respecting indemnification referred ication, The rights to herein shall inure to the benefit of administrators of any person entitled to the heirs, executors and indemnification. ARTICLE X The corporation reserves the right to ame in The Articles of incorporation nd, alter, change, or repeal any provisions in the manner now or hereafter prescrib contained conferred upon stockholders herein ed by statu te and all rights are granted subject to this reservation. IN WITNESS WHEREOF we have made, signed and acknowledged thes incorporation this day of August, 200 e Articles of 3. Olo- --gr fe Barbara Mignon Wi attic* SDNY_GM_00054472 CONFIDENTIAL — PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0017296 EFTA_)0I 65042 EFTA01255103  09/29/20133 12:20 340-774-2830 PAIL HOFFMAN PC roa 09 • Articles of Incorporation Page 7 TERRITORY OF THE VIRGIN ISLANDS ) ss: DIVISION OF ST. THOMAS & ST. JOHN )) Tlx foregoing instrument was acknowledged before me this /f' 'day of August, 2003 by Barbara Mignon Weatherly, Ena Simon and Mary It W Notary Public PAUL HO ,..__NOTARYPUSUC COMM wwmmat0N NO LIVFLOit-on mive2r. 9004 SDNY_GM_00054473 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0017297 EFTA_00I 65043 EFTA01255104  CERTIFICATE OF OLRESIDENT AGENT OF NEPERS, INc. 1, Jeffrey Epstein, President ofIeepers, Inc. ("The Corporation") 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 Maria Tankenson Hodge, 1340 Taamcbcrg„ 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: Soma- 2OOS Jeffrey Epstein, A TRUE COPY ATTEST- y Cecile DcJongh, Sc ret ty SDNY_GM_00054474 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0017298 EFTA_001 65044 EFTA01255105  UNANIMOUS CONSENT OF BOARD OF DIRECTORS OF IN LIEU OF MEETING The Board of Directors of Jeepers, ht. (hereinafter "the Corporation") pursuant to the provisions of Title 13 VJC 67b, unanimously consented to the following action, on this a3 day of June, 2005. In accord with the provisions of Tide 13 VIC Section 52, it is hereby RESOLVED, that Maria Tankenson Hodge, 1340 Taameberg, 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 full authority to accept the service of legal process on behalf of the Corporation. Dated the OS day of Co , 2005 Cecile Jeffrey E. Bps( ,-ffr't;- ue ot< Darren Indyke, Director SDNY_GM_00054475 CONFIDENTIAL — PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0017299 EFTA_00165045 EFTA01255106