89/29/2803 12:20 340-774-2000 PAIL Fiirif+Wst4 PC ARTICLES OF INCORPORATION OF SEEPEItS, PAGE a3 a We, the undersigned, for the purposes of associating to establish a corporaVon for the stated, transaction iunder of the the provisions business and and the promotion and conduct of the objects and purposes hereinafter United States (hereinafter called subject to the requirements of the laws of the Virgin Islands of the the Virgin Islands), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from rime to time, do make and file these Articles ofIncorporation in writing and do certify: ARTICLU The name of the corporation (hereinafter referred to as the "corporation') is JFEPERS, INC. ARTicLEit The principal office of the corporation St. Thomas, VI, and in the Virgin Islands is located at 41-42 Kongens (Jade, Mignon Weatherly. the name of the resident agent of the corporation at that address is Barbara Without limiting corporation, it is hereby in any manner the scope and generality of the allowable functions of the powers: 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 activity, transportation, or corporation. business, or enterprise calculated or designed to be profitable to the 3. prepare To design, develop, manufacture, construct, assemble, install, repair, maintain, commercial, and compound and to buy, sell, import, export, and otherwise deal in industrial, agricultural, or other instalments, appliances, machinery, tools, compounds, equipment, parts, supplies, accessories, devices, preparations, maintain and articles, and goods, wairs, and merchandise of every kind; to the business and of operate laboratories and testing facilities of every kind and to carry on analysts, respect to materials, testers, examiners, advisors, and technical consultants with and experiments with equipment, and processes of every kind and to carry on research respect thereto. SDNY_GM_00063424 CONFIDENTIAL - PURSUANT TO FED. PZIN Ve) DENTIAL DB-SDNY-0026249 EFTA_00173932 EFTA01298568 b`-+f 2912B814 12120 :sae- 714 -2030 Articles of Incorporation Page 2 PAIL- tiCZTHAN PACE_ 04 4. To acquire, bold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein may referred to, and to do and perfornt every other act that be legally performed by a corporation engaged in such bustness. 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 tum to account any tenets patent of the United States or of any foreign country, or pending applications therefor, and any improvements, devices, inventions, trade secrets, formulae, processes, trademarks. brands, labels, copyrights, trade names, and privileges and any right, tine, 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 flan, nil association, or any part or of the good will, rights, property, and business of any corporation and to pay for the same in cash or in stock whole or bonds or of any this part corporation of or otherwise and to hold or in any manner dispose of the the property so purchased, and to assume in connection therewith any 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, hold, 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, ownertsltip, including to exercise an the rights, powers and privileges of the right to vote any stock thus owned, 9. bonds, To borrow notes, or debentures, raise money or to any amount permitted by law by the. sale or issue of mortgages or other liens upon other obligations of any kind and to secure the same by 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 SDNY_GM_00063425 CONFIDENTIAL - PURSUANT TO FED. CtCroiVe)DENTIAL DB-SONY-0026250 EFTA_00 17 3933 EFTA01298569 PAGE 05 99!2912003 12:20 340-774-MO ,Articles of Incorporation Page 3 PALL H0FFNAN PC relation to the foregoing business with any person, firm, association. corporation, or government or governmental agency. I-17---To conduct itsbusiness in the Virgin'Islands and elsewhere in the United States and foreign countries and to have offices within or outside the Virgin Islands and to hold, purchase, mortgage, and convey Virgin real and personal property within or outside the Islands. 12. To do all and everything neeessaiy, 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 countries, in the and to do any other acts or things incidental or appurtenant objects, and powers to or growing or out of or connected with the said business. purposes, any part thereof not inconsistent with the laws of the Virgin herein Islands, or and not. to exercise any and all powers now or hereafter conferred enumerated The purposes, objects, and powers specified in this Article shalt not be limited or restricted by reference to the terms of any other subdivision or of any other Ankle of these Articles of luctuporation. A _ILIc",1,E IV 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. ARTIKal V The name and place of residence of each of the persons forming the corporation are as follows: 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 140ar. • Articles of Incorporation Page 4 Ena Simon Mary R. Weber PPLIL ILFF MAN PC 146-100 Anna's Retreat St. Thomas, Virgin Islands 22-IS Mandahl Sr. Thomas, Virgin Islands alICAJLNI The corporation is to have perpetual existence. ARTICLE The corporation is to be unlimited in the amount of indebtedness be subject to which it shall at any time ARTICIXVtu For the management ofthe 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: I. 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 not in limitation of the powers conferred by the laws of the Virgin and subject at all times to the provisions expressly authorized and thereof, the Board of Directors is empowered: a) ' Subject to the tight 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 the governing of its affairs, and the manner of certification and transfer of its stock. b) to To include authorize and issue obligations ofthe corporation, secured and unsecured, therein such provisions as to redeemability, .convertibility or SDNY_GM_00063427 CONFIDENTIAL — PURSUANT TO FED. )iN reJ D ENTIAL 0B-SDNY-0026252 EFTA_00173935 EFTA01298571 PAS 87 09/29/2853 12125 348-774-2830 Articles of Incorporation Page 5 PAL itOFFMAN PC 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, person4: incltiding after real or acquired property. c) corporation To determine or whether of any, and, if an, 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 the use thereof. d) To contract Board of Directors in the mime of the corporation with individual members of the firm, association or in their individual capacity or as representatives of any corporation. e) corporation_ To sell or otherwise dispose of the real or personal property of the g) To set apart 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 the acquisition of teal and personal property for this for any other purpose of the corporation. To establish bonus, profit-sharing, pension, compensation or thrift and other types of incentive, retirement plans for the officers and employees officers and (including the amounts employees of profits who ec also directors) of the corporation and to fix to be distributed or shared or contributed amounts of and the the corporation's funds otherwise to he devoted determine the persons thereto and to to participate in any such plans and the (unmns 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 (including officers and employees who are also of Directors may corporation and on such terms and conditions as the Board from time to time determine. i) for To enter terms into not contracts forte management of the business of the corporation exceeding five (5) years. SDNY_GM_00063428 CONFIDENTIAL - PURSUANT TO FED. =01 Fe) DENTIAL DB-SDNY-0026253 EFTA_00173936 EFTA01298572 89/29/200B 12:20 340-774.2038 • • Anicles of Incorporation Page 6 PAUL HCFEMAN PC PAGZ ea 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. tigIALLUi Any person made a party to or otherwise involved of the fact that he in any action, suit orproceeding. by reason corporation in which is he or served was a director, resident agent or officer of the corporation or of any corporation against any and all as such at the request of the corporation, shall be indemnified by the amounts, costs and expenses, fees, amounts paid upon including but not limited to, attorney's judgments or awards or in settlements actually and necessarily (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 is liable suit or proceeding, or in connection with any appeal therein, that such for wilful misconduct of this Article shall not be in the performance of his duties. The provisions deemed exclusive of any other rights respecting indemnification one seeking indemnification may to which provisions of law, nor be entitled and shall not be reed to limit or restrict any applicable to further limit the corporation as respects indemnification. The rights respecting indemnification administrators of any person referred to herein shall inure to the benefit of the heirs. executors and entitled to indemnification. WIWI EX The corporation reserves the right to amend, alter, change, orrepeal any provisions Gomel/red in The Articles of Incorporation conferred upon stockholders herein in the manner now or hereafter prescribed by statute and all rights are granted subject to this reservation. IN WITNESS WHEREOF we have made, sigrted and acknowledged these Articles of Incorporation this day of August, 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 Barbara The Mignon foregoing instrument was acknowledged before me this ie j4clay of August, 2003 by Weatherly, Ena Simon and Mary R. W Notary Public PAUL HOrpmm CO, e.„„...__NOTARypugue -n-cnagallOPINO Is/Pot I-00 idmitstoN tcomat•PAC27. 2104 CONFIDENTIAL - PURSUANT TO FED. CQNEJDENTIAL SDNY_GM_00063430 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'. D311oa5 A TRUE COPY A Cecil CONFIDENTIAL — PURSUANT TO FED. QQ,NQDENTIAL SDNY_GM_00063431 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 CONFIDENTIAL — PURSUANT TO FED. QQN Vej DENTIAL SDNY_GM_00063432 DB-SDNY-0026257 EFTA_00 173940 EFTA01298576