EFTA01390529.pdf

DEUTSCHE ONE Fax 4108955135 Sco 23 2013 03:15oa P020/036 No stnekholdet shall pledge us wasted for indebtodness anyuhares of stock without f= obtaining the wr,Iten consent of a majority of the disinterested woken of the Board of l3irectors of the r.:suporation. ART!CLE lx At all elections ofdireetiA. ogeh stockholder Shall he entitled to str many votes tosludl dual the number of votes tha\ (except for such provision. as to. cumulative voting) the stoeiholdet WoUT4 be Ontlild to cast for the election of &wan with tip:et his or her shares p1stuck multiplied by the innitbsz of; directors to be elected- Tlicatockholdcr may: cast ell votes single:director 91: diShibtlf0 therix among spry tyro at more of themes hc.or she may see fit. At keg tea (10 dayi nonce shall be given, however die ihneholdcrs arc entitle to waive nice cc the rocefmg as. ptoviiied by law..Forthettrac, the mixting and vote of titockholdern may he &spongedwith, if all of the stockholders who *bold have:item entitled .ito vote'1(01r Ibe actiou if.such mating were ink), shall tamicnt In writing to stick corporate -25S being taken. Subject to the proviiiona of Section 71, Tick t3, Virgin Islands-COOP, rho (imprint:ionSy enter into cntracts. or otherwise transact. business with one or mote of ita directors or. officers!, or wall Any funs or Association of which one tit more of its directors- or ofrtces are tveMbets .0 tthiployeeg, or with atiyother cog:at-mien. or associsw-ort of 'which one or int:roof its diternev op Aeon ate torickboldcts, slitcztots, officent, oeernpioyees, and no such conrn ci. or tnursaction shall be invalidated or in any way affected by rim fact that such director or diteetors or officet or Offlat6 bast of may have interim( therein *at ate Qr.might 1)6adverse to the interests of the Corporation. even though the vute of The director or directors l(aving such adverse interest is amnesty to obligate. the torpomtion-on!inch =nines:or transecdon,provitled that in lily such case the fact of such interen Atli be -disclosed or known to the directon or nockholden acting on or in refintace to sue!) contract or transacrion. :No diteetor.or dircennts.or *Keeps officers having such disclosed urine* advet,interest shall be liable to the Corporation or to any stocklutilder or•ardirox tbgtof or to any ether pertain* any foss incurred by it under or by reason of any such contreettos tratisactiozotor shall •111TY g0(1). diqpir tr, dilating or officer or Officers the accountable for any pins or profits nziliaed thereon.The prinfisions":df (Mir:Article- shag not be construed to invalidate or in any way affect any contactor traoatteliOt drat uthurdiithcmise.bayalid• under law. ItEngial (a) The Corporation shell indemnify any-person who was ok n 2 party of is thritatened >in he Aide a pans to any thrcitenerl, pang% or oomph/pi action, suit, or. proceeding, whether ci vil, cloininat, administrative, or hWintigitivo (other than at action by or inxhc right of Coxporarta0 by mum of the fact that he o; she is OtAVIO a director*, officer, employee, or agent orthe Comm:non, op is or WAS serving et the request of the (3oeportuion as a director, officer, employce,.or arm of another corporation, partnershipriniarnature, mist, or other enteriniSes against eXPeri5e5 Queluding anorney's fes9 inrippents, /inn ant' ishnhotty rid iinettitifileilt arkaftlyouti rritSfItlibly incen*l by ox hex in connection veldt such action, suit, or proceeding if: (1) ho err At: acted in gaol faith and (0) in:a maned ticasonablyfrikircd to be in en not opposed to the bestligetcs0 of the Cbcporadou; arid: (2) with relzee to any edminaittetirdi or preceding, he or she Woo treasonable cause to believe hilt or /sok conduct was unlawful, 4 • CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095048 CONFIDENTIAL SDNY GM_00241232 EFTA01390529