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Group, Ltd. as resident agent of said company, upon whom service of process may be mode in oil suits arISIng against said company In the Courts of. the United Slates Virgin Islands. do hereby consent to act as such agent and that service of process moy be made upon me in accordance with • - -J_1 IN WITNESS WHEREOF, I hove
e B3 St.Thomas, VI 00802 has filed to this office all the documents,reqtated by law, has complied with the terms of its Incorporation and lasts of the Virgin Wands, and has fiintished.satLybetoty evidence of such charaCter as to entitle it to 0onduct business as a: INTERNATIONAL BANKING ENTITY Host; Therefore
on's Articles of Incorporation to provide for the same; and • WHEREAS, in accordance with the provisions of $222, Subchapter VIII, Title 13 of the Virgin Islands Code, the Board of Directors is required to submit and has submitted its proposal to amend the Corporation's Articles of Incorporation as aforesaid
oration laWs of the United States Virgin Islands and waive any notiee to be given in connection with the meeting:pursuant to the corporation laws of United States Virim Islands; and WHEREAS, this corporation is authorized, in its Aran of. inctirporation, to issue an aggregate of /,000,000 shares of stock of the par value o
Virgin Islands corporation (the "Corporation"), the Articles of Incorporation of which were filed with the Office of the Lt Governor of the United. States Virgin Islands on the 4th day of March, 2014, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, FIVE
ts•of the Jaws of the Virgin Islands of the United States (hereinafter called the "Virgin Islands"), and Particularlialte General Corporation Law of the Virgin Islanch (Chapter 1, Title 13, Virgin Islands Code), as the same may he amended From time to time cia make and' file these Articles of Incorporation in writ
ing in any manner the scope and generality of the,allMvalale:fiinctions of thj oriaaranThe, and subject to the provisions of. Tide 9, chapter '25 of the Virgin Islands 'Code, it is dierel2y protideil that /the •• Corporation shall have the folkiiving purposes, objects and powers •"' • • • (1) To engage in any lawful b
ed from time to time at the discretion of the Board of Directors. FSG may also maintain 311 additional office or offices at such other places within the U.S. Virgin Islands as the Board of Directors may, from time to time, designate. ARTICLE 11- MEETING OF SHAREHOLDERS Section 1— Annual Meetings• The annual meeting o
ed, and erdaltreed. • ,!:. ' i 7. Corporation doss hereby give to Sank a cool:maw fan ett the amount or eery new ad ardollidess and obligation of Corporation to Bank and Claims of every nature and Bothers Of Sank spinet Corporation, anther now*syng or hereafter incurrotOriginely tontraCtad with Rank andfor mi
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
ved. ratified, and confirmed. 7 Corporation does hereby give to Bank a continual() len for the amount of any and all liabilities and ohitgations of Corporation to Bank and claims of every nature and description of Bank against Corporation. whether row existing or hereafter inaared. origins y contracted with Bank a
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 Islands, at Charlotte Amalie, this 31° day of October, A.D. 2012. R. FRANCIS Lieutenant Governor of the Virgin Islands SONY_GM_00013679 CONFIDENTIAL Fir
s and the promotion and conduct of the objects and purposes hereinafter scatted, under the provisions and subject to the requirements of the laws of the Vitgil3 Islands of the United States (heminaftes called the "Virgin Islands"), and particulstly the General Corporation Law of the Virgin Islands (Chapter 1, Tide 1
tenant to or growing out of or connected with the said business, purposes, objects and powers of any part thereof not inconsistent with the laws of the Vugln Islands, and to exercise my and all powers now or hereafter conferred by law on business corporations whether expressly enumerated herein or not. Tire purp
umber be fewer than them (3). The direc%da Maxi not be stakholdas. (2) In Curdle:once and not in limitation of the powers conferred by the laws of the Vires Islands, and subject at all times to the provisions thereof, the Board of Direcents is expressly irtatothed and <repeat/crab (a) (b) (c) To nuke, adopt
pproved. ratified. and confirmed 7. Corporation does hereby give to Bank a continuing Yen for the amour* of any and an iablities and obligations of Corporation to Bank and claims of every nature and des:Apace of Balk against Corporation. whether row coating or hereafter incurred. °nanny contracted wIth Bank and/or
a r c: The resident agent shall be Business Basics VI, LIE, whose mailing a4xesesis Sraf0E Havensight, Port of Salt, Suite 15-16, St Thomas, L`.S. Virgin Islands 00801 ant wS5*i' physical address is 9100 Havensight, Port of Sal; Suite 15-16, St. none, VS, VIVgii Islands 00802. b.., =:r a-4 CZt ITO --1 tV
rated exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as applicable to the U.S. Virgin Islands (the "Code') including, but not limited to the following: A. To support the expression of gratitude for the idtds of America. B. To carry out any
certify that GRATITUDE AMERICA, LTD. 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
oved. ratified, and confirmed. 7. Corporation does hereby glee to Bank a continuing bon for the amount of any and all liabilities and oblgations of Corporation to Bank and claims of every nature end dpscnptba of. Bank against Corporation, whether now eidsling or hereafter incurred. originally contracted with... Ba
268921 • ARTICLES OF INCORPORATION OF PT PRAT RSTATP THE UNDERSIGNED INCORPORATORS, for the purpose of forming a corporation under the laws of the VUgin Islands and particularly Tide 13 of the Virgin islands Code, hereby adopt the following ARTICI PS OF LNCORPORATION for such corpontiont . . . _ . ARTICL
r tin of itieVisignisliisd - i;doett holdlebithrintlind as each agent,- and that service ofprocen maybemade upon me in accordance with Title IS of the Virgin Islands Code. IN INTINESS WEEREOP, I ham haramo set m a y signet= this tday of May, 2007fien _Sr i/ ifteld23 Maria TanIcemon Rod. g "" kyl ta) HODGE 14 FR
N OF THE UNDERSIGNED INCORPORATORS, for the purpose of forming a corporation under the laws of the Virgin Islands and particularly Title 13 of the Virgin Islands Code, hereby adopt the following ARTICLES OF INCORPORATION for such corporations ARTICLE ONE cs CD 4* • M V3 The name of the corporal= hereby
y approved. ratted. and cm:armed. 7. Corporation does hereby give to Bank a continuing len for the amount of any and all Nadal., and obligations of Corporation to Bank and dare of every nature and Cescrethon of Bank against CortOratien, whether now existing or hereafter incurred. orignaly contredted Mtn Bank and/o
the United States (hereinafter called the "Virgin islands"), and particularly the General Corporation Law of the Virgin islands (Chapter I, Tide 13, Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE I The nam
CONFIDENTIAL FirstearikPRO00660 SDNY_GM_000 13497 EFTA_00124140 EFTA01269344 (b) Except as otherwise required by the apptiable provisions of the Virgin Islands Code, notice of *pearl meetings shall be mailed directly to each Director, addressed to the Director at his or her residence or usual place of business,
y approved, ratified. and confirmed. Corporation does hereby give 10 Bank a continuing lien la the amount of any and al tabilrtes and obligations of Corporation to Bank and claims c1 every nalvre ar4 descapticei of Bank against Con:oration, whether now existing or hereafter incurred. originally contracted with Back
and the promotion and conduct of the objects and purposes hereinafter stated, Murder the previsions end atibject to the requirements of the laws of the Virtin Islands of the United States (hereinafter called the Virgin Islands), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title
ber be less than three. The directors need not be stockholders. 2. In furtherance and not in limitation of the powers conferred by the laws of the Virgin Islands. and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: a) Subject to the right of a ma
are hereby approved. reppgre4 • 7. Corporation does hereby give to Bank a continuing lien for the amount or any and all !abates and obligations of Corporation to Bank and Gains of every nature and desoiptian of Bank against Corporation. whether now exating or hereafter incurred. originally contracted with Bank an
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