EFTA01390509.pdf

No stockholder shell pledge as co:faked fin indebtedness any shares of stock without fun obtaining the written consent of a majority of the disinterested eteminnt of the of Directors of the Onporntion. .AETICLE 1X. At all elections or!fluxion,. each .stuckholikr shall he cntided to as many votes as shall equal the number of votes that (except for such provision as to cumulativowning) tltc stoeltholilet.woold be enti0tal ty cast far the election of ilitectots with rtapccr 'm his or her shares of stock multiplied by the number adios:tots to be elected. The•stockholcler may can all rotes for a single:director or disrliutt thou ainong any two or more of shem.as.ht.ot she may see fn. At lust ten. (10) Jaya' arida: slia0 hegiven, however. the Shareholders ate entitle to waive notice of the: meeting as provided by law. llutthennow, the meeting. and vote of stockholders may be dispensed with, if all of the stockholders who IMVOiSCCO Clailth:d to Vote iyii,n die action if.sack monolog were held, shall gansent In uniting to such corpotatensthin being taken. • Subjtkt to the proviSions ofSection 71, Virgin Islantis•Code, the Corporation may enter•into contracts or otberwise transact business with one or more ofilS directors at OffiCeiii. or 'with any firth or. association of which one or more of its directors or office's are motility or emthloyees,•or with any.other corporation. or essocietion: of W'hieh• one or inert of its antenna or officers are stockholders, 41irecton. Officers, qt: employees, and no such cohort or transaction shall iwinvalidarcrl at uu any way affected by the fact that such director or directors or officer or officers have or may have Mitts:iftherein that arc or might bo•adverse to the interests of the COTO011/Oli even though the vote of the dinuor or directors having such advent interest Is siewksary to obligate tht .Corporation••on Such contact outtansactien,trovided that in any such ease the fact of such interest shall be -disclosed or known m the directors or stockholders acting on :Or in reference to ouch commit or intnotaino. No threCtor•or directors 4w offklkorotficen haying such disclosed or known ethreqesfenerrstalual be liable. to the Corporation or to any tnockholder or•onlitor thettof or to any other petsofidfor• any loss Metered byIt under or by reason Of any such contract ot transac(mn, nor shall any autl1dirgelor pf directors or officer or Officers lee aoconatable for any,gains or profits•realizal thereon. The proViSkituty1 thIgiArtick shall not be construed to invalidate or in any way .lifIcet any contract or tputaatriou that woutdbiithegise'be- valid under law. • • Awnepixi (a) The Corpothtion shall indemnify any -peasonwho was or is a party or is throtened m be mak a party to any thteitelledn pending, or completed action, suit, or proceeding, whether civil, attain:it, administrative, or inketigative (other than an adituthy or in The right of the Corporati0n) by reason 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 Ott Corporation as .a director, officer, ernIdoYee, or agent of another corporation, patinership,joint.venture, trust, or other enterprise, against espenscs (including attorney'S fees), judgments, tines, and amounts paid in:settlement men tally. and reasonably intoned by Mtn or her in eonnection With such cabin, suit,•orjaroaccding it . (1) lthor she acted (A) in good faith :tott (11) in a manner reasonably belicvtilto be in or not opposed tulle hestioteresta of the Cinporation; and: (2) with raped th lay criminal action or proceeding, he or shelled no teasomilik cause to believe his or her conduct was unlawful., 4 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095025 CONFIDENTIAL SDNY_GM_00241209 EFTA01390509