EFTA01255098

89/29/2802 j.2t 29 348-n4-2029 PALL HCFFMAN PC PAGE 82 ARTICLES OF INCORPORATION OF JEEPERS, INC. We, the undersigned, for the purposes of associating to establish a corporillton for the stated, transaction 'tinder of tlie the praviiimis business and the promotion and conduct of the objects and purposes hereinafter United States (hereinafter called sod subject to the itquirtments of the. laws of the Virgin Islands of the the Virgin Islands), and particularly of the Virgin Islands the General Corporation Law (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from rime to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE I The name of the corporation (hereinafter referred to as the "corporation') is JEEPERS, INC. ARTICLE If The principal office of the corporation St. Thomas, VI, and in the Virgin Islands is located at 41-42 Kongens (lade, Mignon Weatherly. the name of the resident agent of the corporation at that address is Barbara ARTICLE III Without corporation, it limiting in any manner the scope and generality of the allowable functions of the powers: is hereby provided that the corporation shall have the following purposes, objects and I. To engage in any lawful undertaking or business. 2. To engage in any commercial, industrial, agricultural, marketing. service transportation, or corporation. activity, business, or enterprise calculated or designed to be profitable to the 3. To design, develop, manufacture, construct, assemble, install, repair, maintain, commercial, prepare and compound and to buy, sell, import, export, and otherwise deal in industrial, agricultural, or other instruments, appliances, machinery, tools, equipment, parts, supplies, accessories, devices, preparations, maintain compounds, and articles, and goods, wares, and merchandise of every kind; to and operate laboratories and testing facilities of every kind and to carry on the business of analysts, respect testers, examiners, advisors, and techoical consultants with and experiments to materials, with equipment, and processes of every kind and to carry on research respect thereto. I 1 SDNY_GM_00054467 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0017291 EFTA_0011 65037 EFTA01255098 09/29/20B3 12:20 340-774-2030 PAUL HOFFMAN PC PAC£ 04 Articles of Incorporation Page 2 4. To acquire, hold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper may conduct be of the business herein referred to, and to do and perform every other act that legally performed by a corporation engaged in such business. 5. To apply for, acquire, register, use, hold, sell, assign, or otherwise dispose of (either absolutely or by way of lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of the United Stares or of any foreign country, or pending applications improvements, devices, therefor, and any inventions, trade secrets, formulae, processes, trademarks, brands, labels, copyrights, trade names, and privileges and any right, tick, or interest therein, 6. To purchase, or otherwise acquire, take by devise, hold, own, mortgage, pledge, sell, enjoy or otherwise turn to account, assign, and transfer and to invest, trade, and deal in goods. wares, and merchandise, and real and personal property of every kind. 7. person, To acquire firm, all association, or any part or of the good wilt, rights, property, and business of any or bonds of this corporation corporation and to pay for the saint in cash or in stock whole or any part of or otherwise and to hold or in any manner dispose of the therewith any the property so purchased, and to assume in connection liabilities of any such person, firm, association, or corporation, and to conduct in any lawful manner in any place the whole or any part of the business acquired. thus 8. To purchase, bold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities, or evidences of indebtedness or any other jurisdiction created by any other corporation or corporations of the Virgin Islands and, while the owner of such stocks, bonds, securities, or evidences of indebtedness, ownership, including to exercise all the rights, powers and privileges of the right to vote any stock thus owned. 9. To bonds, borrow notes, or debentures, raise money or to any amount permitted by law by the sale or issue of mortgages or other other obligations of any kind and to secure the same by liens upon any and all of the property of every kind of the corporation. 10. To enter into and carry out any contracts including entering into joint ventures or partnerships, limited or general, as limited or general partner, 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, association. corporation, or government or governmental agency. - • — 14----To conduct its business in the•Virghrlslands and elsewhere in the United States and foreign-countries and to have offices within or outside the Virgin Islands and to hold, Virgin purchase, Islands. mortgage, and convey real and personal property within or outside the 32. To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the exercise of any of the powers herein set forth, either alone or in connection with other firms, individuals, associations, or corporations in the Virgin Islands and elsewhere United States and foreign in the countries, and to do any other acts or things incidental or appurtenant objects, and powers to or growing or any out of or connected with the said business, purposes, Islands, and to exercise part thereof not inconsistent with the laws of the Virgin herein or not. any and all powers now or hereafter conferred enumerated The purposes, objects, and powers specified in this Article shall not be limited or restricted by reference to the terms of any other subdivision or of any other Article of these Articles of Incorporation. in• ARTICLE IN/ The total number of shares of stock which the corporation is authorized to issue is 1,000 shares of common stock of no par value; no preferred stock is authorized. The minimum amount of capital with which the corporation will commence business is $1,000.00. AjT.TICLE V The name and place of residence of each of the persons forming the corporation are as follows: Barbara Mignon Weatherly SDNY_GM 00054469 1 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 existence. ARTIcafl The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject. ARTICLE VIE For the management of the business and for the conduct of the affairs of the corporation, and directors in further and creation, stockholders, definition, limitation, and regulation of the powers of the corporation and of its it is further provided: 1. provided The number of directors of the corporation shall be fixed by, or in the manner directors need in the By-Laws, but in no case shall the number be less than three. The not be stockholders. 2. Islands. In furtherance and and not in limitation of the powers conferred by the laws of the Virgin expressly subject at all times to the provisions thereof, the Board of Directors is authorized and empowered: a) ' Subject to the right of a majority of the stockholders or modify to amend, repeal, alter the By-Laws at any regular meeting, or at any special meeting with called for such purposes, to make, alter and repeal By-Laws, not inconsistent the corporation, any existing law, fixing or altering the management of the property of and the governing of its affairs, and the manner of certification transfer ants stock. b) to To authorize and issue obligations ofthe corporation, secured and unsecured, include therein such provisions as to redeemability, convertibility or SDNY_GM 00054470 CONFIDENTIAL - PURSUANT TO FED. R.QCARVIDENTIAL DB-SONY-00 17294 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 may determine and to authorize executed mortgages the mortgaging and or pledging of, and to authorize and cause to be liens upon any property of the .corporation, real or • pertorial; including after acquired property. c) corporation To determine or whether of any, and, if any, what part of the net profits of the its net assets in excess of its capital shall be declared dividends and paid in to the stockholders, and to direct and determine and disposition thereof. the use d) To contract in the name of the corporation with Board of Directors individual members of the fum, association or in their individual capacity or as representatives of any corporation. c) corporation. To sell or otherwise dispose of the real or personal property of the t) To set span a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, necessary or advisable if any, as the Board of Directors may deem for working capital, for additions, improvements betterments to plant and and equipment, corporation (including for expansion of the business of the purpose) and for the acquisition of real and personal property for this any other purpose of the corporation. g) To establish bonus, profit-sharing, compensation or pension, thrill and other types ofincentive, retirement plans for the officers and employees officers and employees who (including are also directors) of the corporation and to fix the amounts of profits to be distributed or shared or contributed amounts of the corporation's and the funds otherwise to be devoted determine the persons thereto and to to participate in any such plans and the amounts of their respective participation. h) to To officers issue, or grant options for the purpose of shares of stock of the corporation and employees directors) of the corporation (including officers and employees who are also of Directors may and on such terms and conditions as the Board from time to time determine. i) for To enter terms into not contracts exceeding for the management of the business of the corporation five (5) 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) law, To exercise or by all the powers of the corporation, except such as are conferred by corporation, upon these Articles of Incorporation or by the By-Laws of the the stockholders. EATICLEIX of the fact Any that person he made a party to or otherwise involved in any action, suit or proceeding. by reason corporation in which is he or was a director, resident agent or officer of the corporation or of any corporation against any and served all as such at the request of the corporation, shall be indemnified by the amounts, costs and expenses, fees, amounts paid including but not limited to. attomey's actually and necessarily upon judgments or awards or in settlements (before or after suit is commenced), proceeding, or in connection incurred with by or imposed upon him in connection with such action, suit or be adjudged in such action, any appeal therein, except in relation to matters as to which it shall officer or director suit or proceeding, or in connection with any appeal therein, that such is liable for wilful misconduct of this Article shall not in the performance of his duties. The provisions be deemed exclusive of any other rights respecting indemnification one seeking to which provisions of indemnification may be entitled and shall not be read to limit or restrict any applicable law, nor to further limit the corporation as respects respecting indemnification indemnification, The rights administrators of any person referred entitled to herein shall inure to the benefit of the heirs, executors and to indemnification. ARTICLE X in The Articles The corporation of reserves the right to amend, alter, change, or repeal any provisions contained incorporation conferred upon stockholders in the manner now or hereafter prescribed by statute and all rights herein are granted subject to this reservation. IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of incorporation this day of August, 2003. Olo- --gr fe Barbara Mignon W i attic* SDNY_GM_00054472 CONFIDENTIAL — PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0017296 EFTA_)0 I 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 ) ) Barbara Tlx Mignon foregoing instrument was acknowledged before me this /f' 'day of August, 2003 by Weatherly, Ena Simon and Mary It W Notary Public PAUL HO ,..__NOTARYPUSUC COMM NO ww LIVFLOit-on mmat0N mive2r. 9004 SDNY_GM_00054473 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-00 17297 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-00 17298 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-00 17299 EFTA_00 165045 EFTA01255106