EFTA01298568.pdf

89/29/2803 12:20 340-774-2000 PAIL Fiirif+Wst4 PC PAGE a3 ARTICLES OF INCORPORA TION a OF SEEPEItS, We, the undersigned, for the purp transaction of the business and the oses of associating to establish a corporaVon for the promotion and conduct of the objects stated, iunder the provisions and subject and purposes hereinafter to the requirements of the laws of United States (hereinafter calle the Virgin Islands of the d the Virgin Islands), and particularly of the Virgin Islands (Chapter the General Corporation Law 1, Title 13, Virgin Islands Code), as rime to time, do make and file thes the same may be amended from e Articles ofIncorporation in writing and do certify: ARTICLU The name of the corporation (hereina fter referred to as the "corporation') is JFEPERS, INC. ARTicLEit The principal office of the corporation in the Virgin Islands is located at 41-4 St. Thomas, VI, and the name of the resid 2 Kongens (Jade, ent agent of the corporation at that Mignon Weatherly. addr ess is Barbara 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 followin powers: g purposes, objects and I. To engage in any lawful undertaking or business. 2. To engage in any commercial, indu strial, agricultural, marketing. transpor service activity, business, or enterprise tation, or calculated or designed to be profitable to corporation. the 3. To design, develop, manufacture, construct, assemble, install, repair, maintai prepare and compound and to buy, sell, n, import, export, and otherwise deal commercial, industrial, agricultural, or in other instalments, appliances, tool machinery, equipment, parts, supp s, lies, accessories, devices, prep compounds, and articles, and goods, wair arations, s, and merchandise of every kind; to maintain and operate laboratories and testing facilities of every kind and to the business of analysts, testers, examiners, carry on respect to materials, equipment, and proc advi sors , and tech nica l cons ulta nts with esses of every kind and to carry on rese and experiments with respect thereto. arch SDNY_GM_00063424 CONFIDENTIAL - PURSUANT TO FED. PZIN Ve)DENTIAL DB-SDNY-0026249 EFTA_00173932 EFTA01298568  b-̀+f 2912B814 12120 :sae- 714 -2030 PAIL- tiCZTHAN PACE_ 04 Articles of Incorporation Page 2 4. To acquire, bold, mainta in, and operate such pla buildings, equipment, vehicle nts, workshops, offices, s, and vessels as may be stores, conduct of the business her desirable for the proper ein referred to, and to do may be legally performed by and perfornt every other act a corporation engaged suc that in h bustness. 5. To apply for, acquire, register, use, hold, sell, assign absolutely or by way of lea , or otherwise dispose of se, mortgages, pledge, or (either respect to and otherwise tum license), to grant licenses with to account any tenets patent any foreign country, or of the United States or of pending applications therefo improvements, devices, trade r, and any inventions, secrets, formulae, processes brands, labels, copyrights, and , trad emarks. trade names, privileges and any right, tine, or interest therein. 6. To purchase, or otherwise acq uire, take by devise, hold, own, enjoy or otherwise turn to acc mortgage, pledge, sell, ount, assign, and transfer and in goods, wares, and merch to invest, trade, and deal andise, and real and person al property of every kind. 7. To acquire nil or any par t of the good will, rights, pro person. flan, association, or perty, and business of any corporation and to pay for the or bonds of this corporation same in cash or in stock or otherwise and to hold or whole or any part of the in any manner dispose of the property so purchased, and therewith any liabilities of to assume in connection any such person, firm, ass conduct in any lawful ma ociation, or corporation, and to nner in any place the whole or acquired. any part of the business thus 8. To purchase, hold, sell, ass ign, transfer, mortgage, ple the shares of the capital dge, or otherwise dispose of stock of, or any bonds, indebtedness created by any oth sec urities, or evidences of er corporation or corporatio or any other jurisdiction and wh ns of the Virgin Islands , ile the owner of such sto evidences of indebtedness cks, bonds, securities, or , to exercise an the rights, ownertsltip, including the righ powers and privileges of t to vote any stock thus ow ned, 9. To borrow or raise money to any amount permitted by bonds, notes, debentures, or oth law by the. sale or issue of er obligations of any kind and mortgages or other lien to secure the same by s upon any and all of the pro corporation. per ty of every kind of the 10. To enter into and carry out any contracts including enterin partnerships, limited or gen g into joint ventures or eral, as limited or genera l partner, or both, for or in SDNY_GM_00063425 CONFIDENTIAL - PURSUANT TO FED. CtCroiVe) DENTIAL DB-SONY-0026250 EFTA_00 17 3933 EFTA01298569  99!2912003 12:20 340-774-MO PALL H0FFNAN PC PAGE 05 ,Articles of Incorporation Page 3 relation to the foregoing business with any person, government or governme firm, association. corpor ntal agency. ation, or I-17---To conduct itsbusi ness in the Virgin'Islands foreign countries and to hav and elsewhere in the United e offices within or outside States and purchase, mortgage, and con the Virgin Islands and to hol vey real and personal pro d, Virgin Islands. perty within or outside the 12. To do all and everything nee essaiy, suitable and proper any of the purposes or the for the accomplishment of attainment of any of the obj the powers herein set forth, ects or the exercise of any either alone or in connec of individuals, associations, or tion with other firms, corporations in the Virgin Isla United States and foreign cou nds and elsewhere in the ntries, and to do any other act appurtenant to or growing s or things incidental or out of or connected with the objects, and powers or any par said business. purposes, t thereof not inconsistent with Islands, and to exercise any the laws of the Virgin and all powers now or hereaf herein or not. ter conferred enumerated The purposes, objects, and pow by reference to the term ers specified in this Article s of any other subdivision or shalt not be limited or restric of any other Ankle of these ted luctuporation. Articles of A _ILIc",1,E IV The total number of shares of stock which the corporatio shares of common stock of no n is authorized to issue is 1,0 par value; no preferred stock 00 is authorized. The minimum amount of capital $1.000.00. with which the corporation will commence business is ARTIKal V The name and place of residence of each of the person follows: s forming the corporation are as Barbara Mignon Weatherly 2-21 Bonne Esperance St. Thomas, Virgin Islands SDNY_GM_00063426 CONFIDENTIAL - PURSUANT TO FED. ICCCIN Vej DENTIAL DB-SONY-0026251 EFTA_0017 3934 EFTA01298570  OW 23/2003 12:20 340-774- 2038 PPLIL ILFFMAN PC 140ar. • • Articles of Incorporation Page 4 Ena Simon 146-100 Anna's Retreat St. Thomas, Virgin Islands Mary R. Weber 22-IS Mandahl Sr. Thomas, Virgin Islands alICAJLNI The corporation is to have perpetual exis tence. ARTICLE The corporation is to be unlimited in the be subject amount of indebtedness to which it shal l at any time ARTICIXVtu For the management ofthe business and for the conduct of the affairs of the in further creation, definition, limi corporation, and tation, and regulation of the powers of directors and stockholders, it is further prov the corporation and of its ided: I. The number of directors of the corp oration shall be fixed by, or in the man provided in the By-Laws, but in no case ner shall the number be less than three. directors need not be stockholders. The 2. In furtherance and not in limitation of the powers conferred by the laws of the Islands, and subject at all times to the Virgin provisions thereof, the Board of expressly authorized and empowered: Directors is a) ' Subject to the tight 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, alte r and repeal By-Laws, not inconsistent with any existing law, fixing or altering the the corporation, the governing of its affa management of the property of irs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations ofth e corporation, secured and unse to include therein such provision s as to redeemability, .convertibilicured, ty or SDNY_GM_00063427 CONFIDENTIAL — PURSUANT TO FED. )iN reJDENTIAL 0B-SDNY-0026252 EFTA_00173935 EFTA01298571  09/29/2853 12125 348-774-2830 PAL itOFFMAN PC PAS 87 Articles of Incorporation Page 5 otherwise, as the Board of Directors in its sole discretion to authorize the mortgagin may determine and g or pledging of, and to author executed mortgages and liens ize and cause to be upon person4: incltiding after acquire any property of the .corporation, real or d property. c) To determine whether any, and, if an, what part of the corporation or of its net ass net profits of the ets in excess of its capital sha dividends and paid to the sto ll be declared in ckholders, and to direct and and disposition thereof. determine the use d) To contract in the mime of the corporation with individual me Board of Directors in their ind mbers of the ividual capacity or as represent firm, association or corporatio atives of any n. e) To sell or otherwise dispos e of the real or personal corporation_ property of the To set apart a reserve or reserv es, and to abolish such reserve to make such other provis or reserves, or ions, if any, as the Board of Dir necessary or advisable for wo ectors may deem rking capital, for additions, imp betterments to plant and equipm rovements and ent, for expansion of the busine corporation (including the acq ss of the uisition of teal and personal purpose) and for any other purpose pro perty for this of the corporation. g) To establish bonus, profit-sha ring, pension, thrift and other typ compensation or retirement plans es of incentive, for the officers and employees officers and employees who (including ec also directors) of the corpor the amounts of profits to ation and to fix be distributed or shared or con amounts of the corporation's fun tributed and the ds otherwise to he devoted determine the persons to partici thereto and to pate in any such plans and their respective participation the (unmns of . h) To issue, or grant options for the purpose of shares of stock of to officers and employees (inc the corporation luding officers and employees directors) of the corporation wh and on such terms and conditions o are also of Directors may from time as the Board to time determine. i) To enter into contracts forte ma nagement of the business of the for terms not exceeding five (5) corporation years. SDNY_GM_00063428 CONFIDENTIAL - PURSUANT TO FED. =01Fe) DENTIAL DB-SDNY-0026253 EFTA_00173936 EFTA01298572  89/29/200B 12:20 340-774.2038 PAUL HCFEMAN PC PAGZ ea • • Anicles of Incorporation Page 6 To exercise all the powers of the corporation, except such as are conf law, or by these Articles of erred by Incorporation or by the By-Law corporation, upon the stockholders. s of the tigIALLUi Any person made a party to or othe rwise involved in any action, suit of the fact that he is or was a dire orproceeding. by reason ctor, resident agent or officer of corporation in which he served as the corporation or of any such at the request of the corporat corporation against any and all amo ion, shall be indemnified by the unts, costs and expenses, including fees, amounts paid upon judgments or but not limited to, attorney'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 matt be adjudged in such action, suit or ers as to which it shall proceeding, or in connection with any officer or director is liable for wilful appeal therein, that such misconduct in the performance of his of this Article shall not be deemed duties. The provisions exclusive of any other rights respectin one seeking indemnification may be g indemnification to which entitled and shall not be reed to limit provisions of law, nor to further or restrict any applicable limit the corporation as respects respecting indemnification refe indemnification. The rights rred to herein shall inure to the bene administrators of any person entitled to fit of the heirs. executors and indemnification. WIWI EX The corporation reserves the right to ame in The Articles of Incorporation in nd, alter, change, orrepeal any prov isions Gomel/red the manner now or hereafter prescrib conferred upon stockholders herein ed by statute and all rights are granted subject to this rese rvation. IN WITNESS WHEREOF we have made, sigrted and acknowledged Incorporation this day of Aug these Articles of ust, 2003. t? ?rd, uarbaza Mignon W athcriy SDNY_GM_00063429 CONFIDENTIAL - PURSUANT TO FED. PZIN Fe)DENTIAL DB-SDNY-0026254 EFTA j)0173937 EFTA01298573  09/29/2083 12:28 348-774-2030 PALL ILIFFRAN PC PAM 88 Articles of Incorporation Page 7 TERRITORY OF THE VIRGIN ISLANDS ) ss: DIVISION OF ST. THOMAS & ST. JOHN )Y The foregoing instrument was acknowledged before me this ie j4clay of August, 2003 by Barbara Mignon Weatherly, Ena Simon and Mary R. W Notary Public PAUL HOrpmm e.„„...__NOTARypugue CO, -n-cnagallOPINO Is/Pot I-00 idmitstoN tcomat•PAC27. 2104 SDNY_GM_00063430 CONFIDENTIAL - PURSUANT TO FED. CQNEJ DENTIAL DB-SDNY-0026255 EFTA_00173938 EFTA01298574  LERTflIE OF APPOINTMENT OF RESIDENT AGENT OF JEEPERS. INC. I, Jeffrey Epstein, President ofJeepers. Inc. ("The Cotporation") 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 Mafia Tankenson Hodge, 1340 Taameberg, St. Thomas, Virgin Islands, be mid hereby is duly appointed to serve as iesident 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: CT s'. D31 1oa5 A TRUE COPY A Cecil SDNY_GM_00063431 CONFIDENTIAL — PURSUANT TO FED. QQ,NQDENTIAL OB-SDNY-0026256 EFTA_00 173939 EFTA01298575  UNANIMOUS CONSENT OP BOARD OF DIRECTORS OF IN LIEU OF MEETING The Board of Directors of Impels, Inc. (hereinafter "the Corporation') pursuant to the provisions of Tide 13 VIC 67b, unanimously consented to. the following action, on this as Jay of June, 2005. In accord with the provisions of Title 13 VIC Section 52. it is hereby RESOLVED that Maria Tankenson Hodge, 1340 Taarncberg, St. Thomas, Virgin Islands 00802, 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 ea. day of 14/.3-01,-,e 2005 Cec Jeffrey E. Eps , rector Darren Indyke, Director SDNY_GM_00063432 CONFIDENTIAL — PURSUANT TO FED. QQN VejDENTIAL DB-SDNY-0026257 EFTA_00 173940 EFTA01298576