EFTA01355883.pdf

No mockliolder shall pledge as coitaterai fin indebtedness any shares of stock without firm obtaining the written consent of a majority of the disinterested ntenthect of the of Directors of the Corporation. .AETICLE 1X. At all elections or!fluxion,. each .stuckholikr shall he cntided to as many mitts as shall equal the number of votes that (except for such provision as to cumulativovraing) tltc stoeltholiier.woold be cnri0tal to cast fin the election of dna:tots with reaped 'm his or her shares of stock multiplied by the number adios:tots to be elecrod. The•stockholcler may can all rotes for a single:director or disrliutt thou ainong any two or more of thein.as.he. or she may see fn. At lent ten. (1(1) Jaya' citifies: slia0 he given, however. flid Shareholders ate entitle to waive notice of the meeting as provided by law. Itutthennotc, the meeting. and vote of stockholders may be dispensed with, if all of the stockholders who IMVOiSCCO entitled to Vote iyiitn die action if.such making were held, that! gansent In uniting to such corponttevethin being taken. • Subjtkt to the provi$ions ofSection 71, Title 13, Virgin Islantis•Code, the Corporation may enter•into contracts' or Otberwise transact hotness with one or more offs* directors of OffiCeiii. or 'with any firth nesalociation of which one or more of its directors or office,* are nintilita yr anployees,.or with any.other anpotation. or akocitllion: of W'hich• one or more of its directimt or officers are stockholders, directors. 0ffices*, QC employees, and no such connect or transaction shall beinvaliOareri in uu any way affected by the fact that such director or directors or officer or officers have or may have intestacy therein that arc or might bo•adverse to i1w intermits of the COTO011/Oli even though the vote of the dinuor or directors having such advent interest Is necessary to obligate the.Corporation••on awl% contact or nansactiirktrovided that in any such east the fact of such interest shall be -disclosed or known m the directors or stockholders acting on :Or in reference to ouch commit or tottuataino. No threetor•or directors or offielkorotficen haying such disclosed or known tlelVetl,tesfencrestshall be liable. to the f orporation or to any timeliholder or•enxlitur thettof or to any other petsofi4for• any loss incurred byIt under or by reason Of any such contract ot transac(mn, nor shall any autll dirgeor direitots or officer or officers In. aocotintable for any,gains or profit:so:Sal thereon. The proViSkituty1 thIgiArtiele shall not be construed to invalidate or in any way .liffcct any contract or tputsattion that woutilnithegise'be- valid under law. • • Awnepixi nr . (a) The Corpontion sli$11 indemnify any-peasonwho was Or is a party or is throttned m be mak a party to any threatened,, pending, or completed action, suit, or proceedings whether civil, aiintual, administrative, or initeatigative (other than an aditusby or in The right of the Corpotatibn) by mason of the fact dente or she k or was a director, officer, employee, or agent oldie Corponnion, or is or was serving at the request of 1/M. Corporation as 'a director, officer, employee, or agent of another corporation, partnership,joint•venture, trust, or other enterprise, against °sponse& (including attorney'S fees), judgments, tints, and amounts paid inettipriont actually and reasonably istontil by Mtn or her in connection With such Rabin, suit,•or laweeeding it . (1) heves/it: acted (A) in good faith :tot]. (11) in a manner reasonably belicsicdto be in or not opposed •tollte freedwoman of the Cimporation; and: (2) with roped tit any criminal action or proceeding, he or she had no reasomthk cause to believe his or her conduct was unlawful., 4 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0041180 CONFIDENTIAL SDNY_GM_00187364 EFTA01355883