No stockholder shall pledge as coasters, for indebtedness any shares of stock without lust obtaining the written consent of a majority of the disinterested members of the Board of Directors of the Corporation. ARTICLE IX votes At all elections of directors, each stockholder shall be entitled to as many votes as shall equal the number of election that of (except for such provision as to cumulative voting) the stockholder would be entitled to cast for the elected. The directors with respect to his or her shares of stock multiplied by the number of directors to be stockholder may cast all votes fox a single director or distribute them among any two or more of waive them as notice he or of she may see fit. At least ten (10) clays notice shall be given, however the shareholders are entitle to dispensed with, the meeting as provided by law. Furthermore, the meeting and vote of stockholders may be were if all of the stockholders who would have been entitled to vote upon the action if such meeting held, shall consent in writing to such corporate action being taken. ARTICLE X or Subject otherwise to the provisions of Section 71, Title 13, Virgin Islands Code, the Corporation may enter into contracts which one or transact more business with one or more of its directors or officers, or with any firm or association of association of its directors or officers are members or employees, or with any other corporation or of which one or more of its directors or officers arc stockholders, directors, officers, or employees, directors and no such or officer contract or transaction shall be invalidated or in any way affected by the fact that such director or or officers have or may have interests therein that are or might be adverse to the interests of obligate the Corporation even though the vote of the director or directors having such adverse interest is necessary to the Corporation on such contract or transaction, provided that in any such case the fact of such interest shall be disclosed or known to the directors or stockholders acting on or in reference to such contract or transaction. No director or directors or officer or officers having such disclosed ox known adverse interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other persotEfor any loss officer incurred or by officers it under or by reason of any such contract or transaction, nor shall any such ditptor ;Cr ditators or be accountable for any gains or profits realized thereon. The provisions* not thiilAriicle shall under be construed to invalidate or in any way affect any contract or transaction that wouldr.othee3ise,be. valid law. ARTICLE XI (a) The Corporation shall indemnify any person who was or is a patty or is threatened to be &de a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding ifi (1) he or she acted (A) in good faith and (B) in a manner reasonably believed to be in or not opposed to the best interests of the Corporation; and (2) with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. 4 Confidential Treatment Requested by JPMorgan Chase re-u.icingNTIAt JPM-SDNY-00002215 SDNY_GM_00271413 EFTA01480139