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e, itrespective of the number of shares of stock, if any, which the Director may hold. (b) Except as otherwise provided by applicable provisions of the Virgin Island* Code, by the Articles, or by these Bylaws, the action of a majority of the Directors present at any meeting at which a goon= is present shall be t
n. corporation, or government or governmental agency. (3) To conduct its business in the United States Virgin Islands and to have offices within the United Stara Virgin Islands. (4) To borrow or raise money to any amount permitted by law by the sale or issuance of obligations of any kind, to guarantee loans, other types of
resolution or resolutions providing for the issue of such mock adopted by the Board of Directors and duly filed with the office of the Lt. Governor of.the Virgin Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code; as the same may be amcndcd from time to time. vg[ No stockholder shall se
ed in said notice, shall be deemed equivalent thereto. eection S - Ottorum: Except as otherwise provided herein, or by the applicable provisions of the Virgin Islands Code, or in the Articles of Incorporation (such Articles and any amendments thereof being herein collectively refaced to as the "Articles") at all meeti
r, which shall be disallowed in whole or in part as a deductible expense pursuant to the Internal Revenue Code of 1986, as amended, as applicable to the U.S. Virgin Islands, shall be reimbursed by such office: of the Corporation to the full extent of such disallownice. It shall be the duty of the Directors, as s Board,
to FirstBank. that at a meeting of the Board of Directors of Laurel, Inc. ('Corporation') a corporation organized and most* under the laws of U.S. Vinqin Islands duly eared and duty held on the 5 day of April . 2012 the frAkming Resolutions were duly adopted, and that the said Resolutions have Wien
cable provision of the Virgin Islands Code or by the Anklet of Incorporation, at each meeting of shareholders, each bolder of record of stock of the Corpotation entitled to vote thereat shall be entitled to one vote for each share of stock registered in his or ha name on the books of the Corporation (c) Ea
the United States (iseminafter called the 'Virgin Islands"), and patrieuhrly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from time to time, do make and file there Articles of Incorporation in writing and do certify: aRTICLE The name
ber be fewer than three (3). The directon need not be stockholders. . (1) In Carthame and nor m limitation of the powers conferred by the laws of the Vitgli Islands, and subject at fill times to the provisions thereof, the Board of Directors is expressly thithorized and empowered: (a) (b) To make, adopt and
lution or resolutions providing for the issue of such stock adoptectlfi the Board of Directors and duly filed with the office of the Lt. Governor of the Virus Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, is the tame may be amended from time to time. ARTICLE VIII No stockholder
te Resolutions For Telephone! Telex/Facsimile/Written Instructions SoutheraTrustComumMinc. A company duly organized and westing under the laws of V.S. Virgin Island Held at American Yacht Harbor on the 4 day of December .20 12 . IT WAS RESOLVED 1. That the company issue in favor of FirstBank (the "
634.IIIR L CONFIDENTIA FerstBankPRO00825 SD NY_GM_000 13662 CONFIDENTIAL EFTA_00124305 EFTA01269472 Business Entity No. 581871 Goeemmersof The United States Virgin Wands -O- Office of the Lieutenant Governor Division of Corporations & hidernarks CERTIFICATE OF GOOD STANDING To Whom These Presents Shall Come: I. t
ify that SOUTHERN TRUST COMPANY, INC. has filed in the Office of the Lieutenant Governor the requisite annual reports and statements as required by the Virgin Islands Code, and the Rules and Regulations of this Office. In addition, the aforementioned entity has paid all applicable taxes and fees to date, and has a leg
Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corpotation, or is or was saving at the request of the Corporation as a dinector, offices, employee, or agent of another corporation, partnership, joint ventur
United 'Stites (hereinafter called the "Virgin Islands"), and partienlarly the Ocncral Corpotation.law of the Virgin Islaticla (Chapter 1, Tide 13, Vfigin Islands Code), as the same may he amended fronatiine to time, do brake add Me iliac Articles of Incorporation in writ ing atiridu oatifr The name of therm:
VI 0,0802 El To Whom These Presents Shall Come: • I, the undersigned, LIEUTENANT GOVEkNOR, dO hereby certify that FINANCIAL INFOMATICS*, 1NQ. a Virgin liland.s corporation, tilettin the Office of the Lieutenant Governer. on September 21:201Z as prnvidedfor by Inw,C,etrifkme of Amendment Attiplee of incorpo
ncy. • ri . • • :.. (I) 'in engage in any lawful bushiest in the linked States Vitgin.lilands: (3) To conduct ps business in the United State's Virgin Island's And to have offices within.the 1.10Wed States Virgin Islands. (4) *170 borrow drain money to any altsainicpettnitted by law by the sale or insience
to amend, alter or repeal' any of the provisions of these Articles of Incorporation and to add or insert other provisions anthOriaed by the laws of the Vitain Islands in the manner and at tbg time prekrilsed by said laws, and all rights at any rime conferred upon the Bond of Directors And the stockholders by than
n duly recorded In this office on the aforesaid and to be in MI force and effect from that date. Witness my hand and the seal of the Government of the United States Virgin Wands, at Outdone .Amalie, this 314 day of October, AD. 2012. 'SA+ 62; 1 • ' G Y It FRANCIS. Lieutenant Governor of the Virgin Wands CONFIDENTIAL
the tilling of.. the following actions in kis of a meeting. of the .Board.:of /Directors in •acoordatiee with the. Genetalj. Corporation Law of die United Stites Virgin Islands (the "Ga.") and waive any nonce to be ghee in • • connection with. theineetinepursuspr to the Gal •••• . . • WHEREAS, Finaucial -knot Company,
the stockholder must then repeal the ptucesx alintecring the stock for sale to the Cotponnion and the .stockholders. in tunt Shares of stock in this Corpotation doll not be transferred or Sold Mail the sale or transfer hat been repotted to die. Board ottiteetors and appmved bythent. 3 CONFIDENTIAL — PURSUA
esident agent of the f orporation, is Itupiness 13asics !LC, whose physical and mailing address t. 9100 Port of Sale Mall, Suite IS, Sr. 'Thomas, cf.& Virgin Islands 00802. ARTICLE III Without limiting in any manner the scope and generaliry of the allowable functtons of the7Critporation, and subject to the pro
duly recorded in this office on the aforesaid and to be in full force and effect from that date. Witness my hand and the seal of the Government of the United States Virgin Islands, at Charlotte Amalie, this 13th day of May, A.D. 2015. OSBERT E. POTTER Lieutenant Governor of the Virgin Islands CONFIDENTIAL SDNY_GM_00005968
gin Islands Code, Sections 1-453, as they rmy be from time m time amended. Seeactai=rIlessafxstanset Al) meetings of shareholders shall be held in the U.S. Vitgin Islands at the principal office of FSG, oe at such other places as shall be designated in the notices of such meetings oc waivers of notice of such meetings
ed in said notice, shall be deemed equivalent thereto. Fiection 5 - Quorum: Except as otherwise provided herein, or by the applicable provisions of the Virgin Islands Code, or in the Articles, at all meetings of shareholders of FSG, the presence at the commencement of such meetings in pason or by pray of any number of
ng if: • , (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 Corpotation; and (2) with respect to any criminal action or proceeding, he or she bad no reasonable cause to believe his or her conduct was unlawful terminat
ST. THOMAS, VI 00802 To Whom These Presents Shall Come: I, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that FINANCIAL INFOMATICS. INQ A. Virgin Islands corporation, tiled in the Office of the Lieutenant Governor on September 21: 2012 as provIdettfor by law, Certificate of Amendment Articles of inco
the 'Corporation (hereinafter referral kr as the "Corjxnution") is Pinturtialinfomaties, Inc. ARTICLUJI The principal office of the Cotpoation, in the Vitgin Islands is lot:gam 9100 Ilavensight, Vora of Salo, Suite 15.16, St. 'Morals, U.S., Virgin Islands, 00802. and the, name of the resident agent of the Constra
on behalf of the Corporation, to execute and deliver the Merger Agreement, and to . execute and 6.1e withithe Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation at being compliant with the requirements of the GCLand n
cessary or advisahlc for working. arpinel, for additions, improvements and betterments to plant and equipment, for expansion of the business of the Corpotation (including the acquisition of real and personal property for this purpose) and for any other purpose of the Corporation. (e) (0 To establish bon
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