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

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

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

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

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

onal Shares';. . . • WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corpotation and of Epstein, as the sole shareholder of the Corporation, that the Merger be conatunmated .upou, in accordance with, and subject to the provisions

nal Shares' ;. . . • WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corpotation and of Epstein, as the sole shareholder of the Corporation, that the Merger be conatunmated .upon, in accordance with, and subject to the provisions