EFTA00165798.pdf

Deutsche Bank Private Wealth Management Corporate Account Authorization and Terms and Conditions Officer's Certificate Account Number. i" CI-A.n-Q-, A- Tt," di V I C.- „the duly elected and acting ...., e cr e. (arc( JiMpers, Inc :Itfia.teiliPfatiOn Piaci*. *Xithat: .(1). The following reselutions were ado-pled by unenatioUlaineent of th.e.BOaid 4121406ra of the Corporation on the cp a is 'RESOLVED that any peramadasignetesiftitiii ere S1a tjAtc— p1tlieVaipppticei are authorized on behalf el the Corporillari in. (A) Open and maintain one or more brokerage account(s) for and in the name of the Corporation at Deutsche Bank Securities Inc. (referred to herein as "DBSI'l (including any successor thereof): (B) Deposit. deliver, assign, withdraw and transfer funds, instruments and securities of any type; (C) Sell any securities owned by the Corporation; (D) Buy any securities in a cash account; and (E) Buy. sell and Sell securities (including put and call options) short in a margin account end (DELETE (E) IF INAPPLICABLE) (F) Execute all docUments. and exercise and direct the exercise of al duties, rights. and powers, and take all actions necessary or appropriate to perform the powers enumerated above. ,FURTHER RESOLVE —EX that thi% Pre s .cic— 'f the C:4oratiorl alhaliCerrifins writing any changes in the 'powers, office or identity of those persons authorized to pertorm,lhe ;sewers enurnerrned. above. DBSI may rely upon any such certificate of authority furnished by the Corporation until written certification of any change in authority shall have been received by DBSI. Any past action in accordance with this resolution is hereby ratified and confirmed. The powers enumerated above pertain to securities of any type now or hereafter held by the Corporation in its own right or in any fiduciary capacity. Powers previously certified by the Corporation shall not be affected by the dispatch or receipt of any other form of notice nor any change in the position with fhe Corporation held by any person so empowered. My officer of the Corporation is hereby authorized to certify these resolutions to whom it may concern. (2) Each of the following are authorized to perform the powers enumerated in the foregoing resolutions and by signing his or her name in this Section 2 agrees on behalf of the Corporation to the Terms and Conditions attached hereto (List name a rate position) Name Position Signature. • Signature Name Position Name Positron Signature Signature Deutsche Bank Sutural°, Inc.. a subsidiary of Deutsche Bank AG. conducts investment banking arid securities activities in the Uni ed States 0S-PWM-0106 Cow Pat Auth & T&C (021121CORP 006420 022212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001546 EFFA_000 15020 EFTA00165798  (3) :The COR:r4ntion is duly Organized and exl4ting undo/ of IL 4nd has the pourers to take the. actions authorizedby inn tc*oiuiloni (Certified iicroin. (4) No action has boon taken to rescind or amend said resolutions. and they are now in full force and effect. (5) No one other than the Corporation shalt have any interest in any account opened and me kneined In the name of the Corporation (6) THE TERMS AND CONDMONS ON THE NEXT TWO PAGES CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11. IN WITNESS WHEREOF. I have hereunto affixed my hand and the seal of the Corporation:this' 1 '.day criSavtn-ter I? SEAL 4ignaturOot.Denicing officer re," K Asnicnt Certifying Officer 5 CracTrifere Ma r4 SUM. nose: A>!eoord 6arpfyng,gffioer inyv sign if tfill.BrafPrifitfWali4tr ro qne PiShe.PartirMa!aid innecti9ill. Signature of Second Certifying Officer Name of Second Certifying Officer Corporate Title of Second Certifying Officer W THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STATES. THE CLIENT MUST COMPUTE AND RETURN A FORM W-8 ALONG WITH THIS OFFICER'S CERTIFICATE. 09-MI40186 Cap McI Auth & T&C 1021121 CORP 006420-022212 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001547 EFTA_00015021 EFTA00165799  Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as "0851') accepts the Account of the client descnbed in the attached certificate (the - Client". The term D8SI includes its affiliates, officers, directors, agents and employees. Client understands that Pershing LLC is the carrier of the Account as clearing broker pursuant to a clearing agreement with DBSI. Deutsche Bank Securities Inc. is a subsidiary of Deutsche Bank AG. As used herein, the term 'affiliate of Deutsche Bank- or "Deutsche Bank affiliates" means oaursche Bank AG and its nnbsidiaries and affiliates. f ach of Deutsche Bank AG and its affiliates is a separately irtoorporeted legal entity, none of which is responsible for the obligations of the others. 'Securities and Other Property" shell include, but shall net be Imited to. money and securities, financial instruments. commodities of every kind and nature, and all contracts and options relating to any thereof, owned by the Client or in which the Client has ao interest. These torme and conditions shun be construed in accordance with the laws of the Stale of New York and the United States, as emended. By opening the Account Client agrees to the following terms and conditions: 1. Continua/one, and TrirrismIssion of Instructions Chant agrees to notify D851 in writing, within ten 00) days of sending Client a confirmation, of any Objection Client has to any transaction in its Accouet. In the absence of such mitten notification, Client egress that all transactions for its Actbiat veal be final and binding an it. Client understands that it is responsible for transmission of instructions to OBS! and that Client bears the risk of loss ansing from the method of transmission that Client uses in the event of transmission errors. misunderstandings, impersonations, transmission by unauthorized persons or forgery. Chant egteeeto release and indemnify DBSI from any and all liability arising from the execution of transactions based on such instructions except if DBSI's gross negligence caused the transmission error. 2. Cash Account With respect to the Account: (i) Client wiN make lull cash payment on or before settlement date for each security purchased. unless funds sufficient therefor are already held in the Account (Ii) Client does not contemplate selling any security before n is paid for as provided in the preceding clause; (iii) Client will own each security sold at the time of sale and, unless such security is already held in the account. will promptly deliver such security thereto on or befnre settlement date; and (iv) Client will promptly make full cash payment of any amour1 that may become due in order to meet necessary requests for additional deposits or. with respect to any unissued security purchased or sold, to mark to the market. 3. Short and Long Orders; Deliveries and Settlements Client agrees that. in giving orders to sell. al 'short' sales will be designated by it as "short" and all other sales will be designated by Dggi as 'long.- Clierrt chin agrees that OBSI may, al its diectation, immoderate cover any sheet sales in the Account. without ph* notice. In ogee of non- delivery of a security, 0851 is authorized to purchase the security to cover Client's position and charge any loss, commissions and fees to the Account. Client agrees that if DB51 fats to receive payment for securities Client has purchased. DI351 they, without pnor demand or notice, sell those secur ties or other property held by DBSI in the Aceeunt sed any lees resitting theiefrom will he charged to the Account. Client authorizes DBSI, at its discretion, to request and obtain surtensionfs) of Client's time to make payment for securities Clent purchased, as provided for by Federal Reserve Bank Regulation T. 4. Liens Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities end Other Property in the possession or control of DBSI, any of its Affiliates nr Pershing, in whico Client has an interact held iddreidually, jointly Or Othentnesl (collerheyely ell Auch 6tttmliez and Other Property are referred to herein as -Collators') in order to secure any and all indebtedness or any other obligation of Client to 0851 and its Affiliates or Pershing (provided that such indebtedness or obligation to Pershing arises in connection with this Agreement) (collectively, all such obligations ere tel to nereln as the -Obligations- I. Clients who are joint ascnondielders ("Joint Accountholders') acknowledge and agree that pursuant to this hen, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with DEIS1 or its Affiliates (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to DBSI and its Affiliates. DB51 (or Pershing, at Eines instruction) may. at any time and without prior notice, sell, transfer, release. exchange. sine or of depose of or deal with any or as such Collaume in actor to satisfy any Obligations. In enforcing this lien, 0851 shall have the discretion to determine which Securities and Other Property to apply for the purposes of the foregoing. Notwithstanding the foregoing. nothing herein shall be deemed to grant an interest in any Account or assets that would give rise to a prolebited transaction under Section 4975(c) (1RB) 01 the Internal Revenue Code of 1986. as amended, or Section 406(a)(0(9) of the Employee Retirement Income Security Act of 1974. as amended. Securities and Other Property held in Client's retirement accounts) maintained by DB51, which may include IRAs or qualified plans, are not subject to this hen and such Securities and Other Property may only be used to satisfy Client's indebtedness or other obligations related to Client's retirement aocoungs). 5. Authority to Barrow In case of the sale of any security or other property by 0/351 of Chenes direction and DBSI's inability to timely deliver the same to the pirchener by meson of Client's failure to supply DBSI therewith. Chant authorizes DBSI to purchase or borrow any security or other property necessary to make the required delivery, and Chant agrees to be responsible for any loss or cost, including interest which D651 sustains as a resuh of Client's failure to make delivery to 089 6. Interest Charges Client acknowledges that debit balances in the Account, including, but not limited to, those arising from its failure to male payment by settlement date for !Ocarinas purohased will be charged interest at the then current rate, in accordance with DEISI's usual custom. Interest will be computed on the net daily debit balance, which is computed by combining all debit balances and aedit balances in each account with the exception of aedit balances associated with short security menials. 7. Credit Information and Investigation CLont authorizes 0851 to obtain reports Concerning its credit standing and business conduct at DBSI's discretion. Client also authorizes MI and any affiliate el Deflect,. Bank. including, without Emilatin. Deutsche Bank AG. to share among such athletes such irtfronnehen and any other confidential information DBSI and such affiliates may have about Client and the Account. 09 PWe 0188 Corp Acci Auth & TlIC (02/1210DRP 005420022212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001548 EFTA_00015022 EFTA00165800  8. Satisfaction of indebtedness Client agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges. Client further agrees to pay the reasonable oasts and expenses of collection of arty amount it owes NISI. including reasonable attorney's fees and court costs. Ctont agrees that DBSI and its clearing broker have the right to collect any debit balance or other obligations owing in Ciant's Account, and that such rights may be assigned to each other. 9. Loan or Pledge of Securities and Other Property Within the limitations imposed by applicable law, all Securities and Other Property now or hereafter held. carried, or maintained ay DBSI in its possession diet have not Mice Cully paid for, may to Mot. either to DBSI or to others. pledged, and romedged by MI. without notice to Cent. Client understands that while securities held for its Account are loaned out. Client will lose voting rights attendant to such securities. 10. Aggregation of Orders end Average Prices Client euthotizeri DBSI, at its adoredion. to aggregate orders for the Account with other customer orders. Client recognizes that in so doing, it may receive en average price for its orders that may be different from the price(s) it might have received had its orders not been aggregated. Client understands that this practice may also result in its meets being Only potbelly completed. 11. Arbitration - This section of the Agronment contains the radii edte arbitration agreement between us. By airing this Agrerminint, we agree as follows: li) All parties to this Ameemem ere giving up the right to we each oder in court, Including the right toe trial by kay, except as provided by the rules of the arbitration forum In which a claim Is filed lie Arbitration swan% ace gicrteeelly final acid Wilding. A party's ability to have u cowl nwecre or modify an cabloatioe enact is very It mited (nil The ashy of the parties to obtain documents, witness stetenterts and other discovery is generatty knitted in arbitration as complied to cow' proceedings; The arbitrator do not have to explain the reason's) for their award, unless, In an eligible case, a joint request let an explained decision has been submitted by all parties to the panel et least twenty (20) days prior to the first hearing date; Iv) The cartel of arbitrators will typicaly Include a minority of arbitrators who were or are affiliated with the securities Industry; Nil The rules of some arbitration forums may impose time limits for bringing a <Mmie arbitration. In some cases, a claim that is ineligible for arbitration ray be brought In want end (viii The rules of the edalbelion forum in which the claim is filed. and any amendments thereto, shell be Incorporated Into this Agreement_ - Client agrees to arbitrate with 0851 any controversies which may arise, whether or not based on events occurring prior to the data of this agreementancluding any controversy arising out of or rebating to any account with DBSI, to the construction., performance or breach of any agreement, or any duly arising from any agreement or other relationship with DEISI. or to transactions with or through DBSI, only before the Financial Industry Regulatory Authority, Inc., or any exchange of which DBSI is a member. at Client's election. Client agrees that Client shall make Client's election be registered mail to Deutsche Bank Securities Inc., Compliance Department - Attention; Director of Compliance, 60 Wall Street, 23rd Floor, Mel Stop NYC60-2330. New York. NY 10005-2836. If Client's election is not received by DBSI within ten (10) calendar days of receipt of request from DBSI that arrant make an election, then DBSI may elect the forum before which the arbitration shall be held. - Neither DIISI nor Client waive any nght to soak equitable:rad pending arbitration. No person shall bring a ;ruggers or certified Cites action to arbitration. nor seek to enforce any pre-dispute arbitration agreement ageiost any person who has initiated in court a putative class action: of who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until 01 the class cartidcatien is denied; or (ii) the class is decertified; or (iii) the customer is occluded from the class by the court. Soca forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. Important Disclosures for Your Records Deutsche Bank Securities inc. -136SI- is furnishing this document to you to siert you to important matters regarding your eoconnt Securities Investor Protection Corporation ("SIPC- ) Securities heed by our clearing broker, Pershing LLC, for your account ere protected up to the total net equity held in the account. Of this total, SIPC provides $500,000 of coveralls. including $100,000 for claims for cash awaiting reinvestment. The remaintug coverage is provided by Perished; through a commercial insurer. SIPC protection applies when the SIPC member firm through which you hold your revealment, fails financially and is unable to meet its obligations to securities clients, but SIPC protection does not protect against losses attributable to the rise and fall in the market value of investments. A small number of client accounts are not carried on Pershing's books due to specific account factors. These accounts are covered under 0051 a SIPC membership DBSI does not provide cartage in excess et SIPC coverage. Certain invesuneMs, such se commodity futures contracts and currency, are ineligible for SIPC protection. For additional information on SIPC. see www.SlPC.org or call the SIPC public information number, (202) 371-8300. Payment for Order Flow DRAB receives payment when its roams for execution certain orders in certain securities,. Tie deteetnination as to where to mote orders is based on several factors, consistent with DBSI's obligation to provide best execution for all client orders. Because several factors are considered with respect to such determinations. DBSI could potentially secure price improvements on such orders by routing them in a different manner and all such orders potentially could be executed at prices superior to the best pad or best offer. Payment is received by MI in the town of rebates, or credits against exchange fees, and specialist fees. Details will be furnished upon written request. 00.PvvM-01103 Corp Aoct Auth & T&C (02)121 CORP 000420 022212 • CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001549 EFTA_00015023 EFTA00165801 ft. Pat. HorrmAN.pc PASf 03 eg/20/nc3 12.22e 3dg-774-2030 •• ARTICLES OP INCORPORATION OF JEEPERS, INC. -. '7 We, the undersigned, for the -purposes of associating to establish a corporepn for the transaction of the business and the promotion. and conduct of the objects and purposes hereinafter stated, ähder the prövitions nitaject tothe.requirements of the lims of the Virgin Islands of the United States (hereinafter called the Virgin Islands), and particularly the General Corporation Law of the Virgin Islands (Chapter I ,Title 13, Virgin Islands Code),ns the same may be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTIVLEi The name of the corporation (hereinafter refeck tointite "corporation") is JEEPERS, INC. 47 sr owl.2 The principal office of Mecorporation in the Virgin Islands is located at 41-42 'tangent Gale, St. Thomas, VI, and the name of the re:Skint agent of the corporation at that address is Barbara Mignon Weatherly. -I- AgncLEjli Without limiting in any mariner the scope and generality of the allowable functions of the corporation, it is hereby proviaed that the cotpandion shall have the following purposes, objects and powers: I. To engage In any lawful undertaking or tininess. 2. To engage in any commercial, industrial, agricultural, marketing, transportation, or servin activity, business, or enterprise calculated or designed to be profttable to the corporation. 3. To design, develop, manufacture., construct, -assemble, install, repair, maintain, prepare and compound rind to buy, sell, import, export, and otherwise deal in commercial, industrial, agricultural, Or other instruments, appliances, tools, machinery, equipment, pans, stryplies, accessories, devices, preparations, compounds, and articles, and goods, wares, and merchandise of every kind; to maintain and operate laboratories and testing facilities of tvesy kind and to carry. on the business of analysts, testers, examiners.; advisors, and techniad consultants with respect to materials, equipment, and processes of every kind and to carry on research. end experiments with respect thereto. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001550 EFTA_000 I 5024 EFTA00165802  6912912883. 12:20 240.-224-2030 PAUL 14:PFMAN PC PAGE. Anicles ofIncorporation Page 2 4. To acquire, hold, maintain; and oper ate such plants, workshops, Offic buildings, equipment, vehicles, and vets es, stores, elt as may be desirable: for the conduct ofthe business Itereinreferrc prop d to, and to do and perform every other act er may be legally performed by acorpons that tion engaged in such buseress. 5. To ripply for, acquire, register, use, hold , sell, assign, or otherwise dispose, of absolutely or by way of lease,mortgage (either s, pledge, or license), to grant licenses with respect to and otherwise turn to Account any letters.pate,nt of theVnited States or any foreign country, or pending' applicati of ons therefor, and any inventions, improvements, devices, trade secrettimii lite, brands,labels, copyrights, end PriOre4, and processes, trademarks. trade names, an;6right, title, or interest therein'. 6. To purchase, or otherwise accent:yaks% by devise,hold,own,mortgage, pledge, enjoy or otherwise turn to account;assi sell, gn,and transfer and to invest, trade. and in goods. wares, and merchandise, and deal real and personal property of every kind . 7. To acquire all or anYlert rank good will, rights, ProPerty. and business person.. turn, association, or cols ration and to pay for the same iu cash or of any or bonds ofthis ecOttratition'fothenvise.and in stock to hold or in *manner dispose ofthe whole or any pkt oflifeoproperty so purchased., and to assume in connection therowithw liabiUtiee ofany such person, Jinn, association, or corporation, and to conduct in anylowful manner in any place the whole or any part ofthe business acquired. thus 8. To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose the shares of the capital stock of, of or any bonds; securities, or evidence indebtedness created by any other corporat s of ion or or any other jurisdiction and, while the owner corporations of the Virgin Islands of such stocks, bonds; securities, or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote any stock thus owned, 9, To borrois, or raise money to any amount permitted by law by the sale or issue of bonds, notes, debentures, or other oblig ations of any kind and to sett= the same by mortgages or other liens upon any and all of the property of every kind of the corporation. 10. To enter into and carry out any cont racts including entering into joint vent partnerships, limited or general, as limited ures or or general partner, or both, for or in CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001551 EFTA_000 15025 EFTA00165803  lso-774-?0$ pia FICIFF, i .I PC e9,23,203 1?: Ankles of incorporation 4 Page 3 relation tote lc/raping holiness wiihanypersOujfriii, aasoeiet:,gn eorpcnnoit Of. :government or govenimenrithagenty. - • • fir--4.0441duct ite "hairless irt thel'irgili allda.cafd elsewhere i;tthe United States tald foreign:countries and to have officeiwititorontsidc the Virgin islands and to hold, purchase,. mortgage,_ and convey real arid Personal .property Within or outside the Virgin Islands. 12. To do all and everything nercrutty, suitable and proper for the accomplishnient of any of the purposes Or the attainment of any of the objects or the exercise of any of A the powers herein set fonh, cithet alone or In connection with other firms, individtuds, associations, or corporations to the Virgin Islands and elsewhere in the United States and frreign couns,aorlo-do any other acts or things inolOcaol or appurtenant to or growirit old oftincemetted with the said bMiness, purposes, ()Netts, and poweri or any, l'itillbetanot inconsistent with the laws of the Virgin /41andes and to exercise mg/ alg:illiqxiwers now or berather conferred enumerated *rein or not * 14 / Th&PMPortesi °Vela 1114tisaatiptafiediit tliis Article•thall not be ilni1ted•or restricted by reference to the tun as. Af nktotheittirlAyision or of;any other Miele. of these Ankles of incorporation. 44, wrt- `11p4., skit= IV The total =Ober of shares of sleek which the cotivrition is authorized to ism is140.0 shares of comnapastockeno.pir valtue; no prefetredstock is autherized'. The minimum amtvat of capita/ with which the corporation will commence business is 51,000.00. ARTICLE V The name sad place of residence of each olthe persons forming the corporation are as follows, Barhars Mignon Weatherly 5 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001552 EFTA_00015026 EFTA00165804  348-774- 203e PALA 1419"MAPI roc. Piait. eti 89/29/2003 12:20 • • Articles of Incorporation Page 4 Ena Simon Mary R. Weber ESN AR ligieg Vj The corporation is to have perpetual existent. ARTIClityni The corporation is tote unlimited in the amountof indebtedness to which it shall atany time be subject. MIME VIII For the management of the business cad for the condtici of the affairs of the corporation, and iu further creation, definition, litaitatheEdiegulation of the powers of the corporation and of its directors and stockholders; it istimher provided: 1. The number o$diieciars of the corporation shall be fixed by, or in the manner provided in the Byekiiws, but in no case shalt the number 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 majority of the stockholders-to amend, repeal, after or modify the By-i..aws at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, fixing or altering the management of the property of thecorporation, the governing of its affairs, and the manner of Certitleation and transfer of its stock. b) To authorize and issue obligations ofthecosponttion, secured and unsecured, to include therein such proVisious as to redeemability, . convertibility or CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001553 EFTA_000 15027 EFTA00165805  osreP ?ea?. 110: '29 444-i 7 4 -Ze30 PAUL trrli1AE.1 ppm 67 ' • Articles of Incorporation Page 5 otherwise, es the Board of Directors in its sole discretion to authorize the mortga may determine and ging or pledging of, arid to executed mortgages and lien aut hor ize and cause to be s upon any property of the personal; including after acq „corporation, real or uired property. c) To determine *whether any, and, if any, what pan of the corporation or of its net ass net profits of the. ets in excess of its capital sha dividends and paid to the stoc ll be declared in kholders, and to direct and det and disposition thereof. ermine the use d) To contract in the name oc. a corporation with individual Board of Directors in the members of the irintfividuid capacity or as rep t firm, association or corporatio res ent atives of any t n, e) To sell or otherwise .,dispo sc of the real or personal corporation. .,. property of the To set apart a reserve i or Tc5CIVCS, and to abolish such to make such otherlatovisio reserve or reserves, or ns, if any, as the Board of Dir necessary or advisable for ectors may deem working capital, for additions, imp betterments to plant and equipm rovements and ent, for expansion of the busine corporation (iatiuding the acq ss of the uisition of real and personal pro purpose) and forany other pur perty for this pose of the corporation. ro g) To establish bonus, profit-sha ring, pension, thrift and other typ compensation or retirement plans es o f incent for the officers and employees (inc ive, officers and employees who ate luding also directors) of the corporatio the amounts of profits to by n and to fix distributed or shared or con amounts of the corporation's fun tributed and the ds otherwise to be devoted the determine the persons to participat reto and to e in any such plans and the their respective participation amounts of . To issue, or grant options for the purpose of shares of stock of the to officers and employees (inc corporation luding officers and employee directors) of the corporation and on s who are also of Directors may from time such terms and conditions as the I to time determine. Board To enter into contracts for the management of the business of thc for terms not exceeding five (5) corporation years. CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001554 EFTA_000 5028 EFTA00165806  69/79/2003 12:26 340-774-2838 PAUL I-KFFMAN PC *PAW ea • • Amides ofIncorporation Page 6 j) To exercise all diepowers of the corp oration, except such as are conferred by law, or by these Articles of Inco rporation or by the .8y-Laws of the corporation, upon the stockholders. ARTICIS-la Anyper-Sonmade a party tq qtrothenvise invo of the fact that he is 'Or 'was a director, lved in any action, suit orproeeeding. by reason resident agent or officer of the corporation corporation inwhichhe served as such at the or of any request ltif tite;%rporition, shall be iiideinnif corporation against any and all amounts, cost