GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES —oOo——— Charlotte Amalie, St. Thomas, V.I. 00802 OFFICE OF 52E-1 Estate Thomas THE LIEUTENANT GOVERNOR Charlotte Amalie, St. Thomas US Virgin Islands 00802 Division of Corporation & Trademarks (340) 776-8515 MAY 15, 2007 . CERTIFICATION OF GOOD STANDING This is to certify that the corporation known as JEEPERS, INC. filed Articles of Incorporation in the Office of the Lieutenant Governor on AUGUST 18, 2003 and a Certificate of Incorporation was issued by the Lieutenant Governor on AUGUST 20, 2003 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standing. Denise Johannes ~ Director, Division of Corporation And Trademarks EFTA00304825

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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE, ST. THOMAS C-819-2003 Gu All Go Bhom These Presents Shall Come: I, the undersigned, LIEUTENANT GOVERNOR. do hereby certify that JEEPERS, INC. -_—— qaqa of the Virgin Islands filed in my office on —AUdust 18, 2003 ,. provided for by law, Articles of Incorporation, duly acknowledged: WHEREFORE the persons named in the said Articles, and who have signed the same, and their successors, are hereby declared to he from the date aforesaid, a corporation by the name and for the purposes set forth in said Articles, with the right of succession as therein stated. Witness my hand and the Seal of the Government of the Virgin Islands of the United States, at Char- lotte Amalie, St. Thomas, this —20th — day of August 2003 aapre eas beeper A. RICHARDS Lieutenant Governor for the Virgin Islands EFTA00304826

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PAGE @3 63/29/2883 12:20 348-774-2038 PAUL HOFFMAN PC ARTICLES OF INCORPORATION . BB _ OF 7 Ss: JEEPERS, INC. = m We, the undersigned, for the purposes of associating to establish a corpordtion for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter Stated, under the provisions and subject to the requirements of the laws of the Virgin Islands of the United States (hereinafter called the Virgin Islands), and particularly 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 these Articles of Incorporation in writing and do certify: ARTICLE J The name of the corporation (hereinafter referred to as the “corporation") is JEEPERS, INC. ARTICLE II The principal office of the corporation in the Virgin Islands is located at 41-42 Kongens Gade, St. Thomas, VI, and the name of the resident agent of the Corporation at that address is Barbara Mignon Weatherly, ARTICLE II] Without limiting in any manner the scope and generality of the allowable functions of the corporation, itis hereby provided that the corporation shall have the following purposes, objects and powers: 1, To engage in any lawful undertaking or business. 2. To engage in any commercial, industrial, agricultural, marketing. transportation, or service activity, business, or enterprise calculated or designed to be profitable to the corporation. 3. To design, develop, manufacture, construct, assemble, install, repair, maintain, Prepare and compound and to buy, sell, import, export, and otherwise deal in commercial, industrial, agricultural, or other instruments, appliances, tools, machinery, equipment, parts, supplies, accessories, devices, preparations, compounds, and articles, and goods, wares, and merchandise of every kind; to maintain and operate laboratories and testing facilities of every kind and to carry on the business of analysts, testers, examiners, advisors, and technical consultants with respect to materials, equipment, and processes of every kind and to carry on research and experiments with respect thereto, EFTA00304827

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63/ / 26 7268 346-774-2038 PAUL HOFFMAN PC PAGE 84 23/2883 12:2 Articles of Incorporation Page 2 4. To acquire, hold, maintain, and operate such plants, workshops, offices, Stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein referred to, and to do and perform every other act that may be legally performed by a corporation engaged in such business. 5. To apply for, acquire, register, use, hold, sell, assign, or otherwise dispose of (either absolutely or by way of lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of the United States or of any foreign country, or pending applications therefor, and any inventions, improvements, devices, trade secrets, formulae, processes, trademarks. trade names, brands, labels, copyrights, and privileges and any right, title, or interest therein. 6. To purchase, or otherwise acquire, take by devise, hold, own, mortgage, pledge, sell, enjoy or otherwise turn to account, assign, and transfer and to invest, trade, and deal in goods, wares, and merchandise, and real and personal property of every kind. conduct in any lawful manner in any place the whole or any part of the business thus acquired. 8. To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities, or evidences of indebtedness created by any other corporation or Corporations of the Virgin Islands or any other jurisdiction and, while the owner 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, To borrow or raise money to any amount permitted by law by the sale or issue of bonds, notes, debentures, or other obligations of any kind and to secure 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 contracts including entering into joint ventures or partnerships, limited or general, as limited or general partner, or both, for or in EFTA00304828

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89/29/2808 : a ma GE ba /29/20803 12:28 348-774-2838 PAUL HOFFMAN PC PAI as Articles of Incorporation Page 3 relation to the foregoing business with any person, firm, association, corporation, or government or governmental agency, - => H-—To conduct its business in the Virgin Islands and elsewhere in the United States and foreign countries and to have offices within or outside the Virgin Islands and to hold, purchase, mortgage, and convey real and personal Property within or outside the 12. Todo all and everything necessary, suitable and proper for the accomplishment of The purposes, objects, and powers specified in this Article shall not be limited or restricted by reference to the terms of any other subdivision or of any other Article of these Articles of Incorporation. 7 ARTICLE IV The total number of shares of stock which the Corporation is authorized to issue is 1,000 shares of common stock of no par value; no preferred stock is authorized. The minimum amount of capital with which the corporation will commence business is $1.000.00. ARTICLE V The name and place of residence of each of the persons forming the corporation are as follows: Barbara Mignon Weatherly 2-21 Bonne Esperance St. Thomas, Virgin Islands EFTA00304829

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; PAGE Ub FMAN PC 83/29/2083 12:26 340-774-2038 PAUL HUF Articles of Incorporation Page 4 Ena Simon 146-100 Anna's Retreat St. Thomas, Virgin Islands Mary R. Weber 22-18 Mandahl St. Thomas, Virgin Islands ARTICLE VI The corporation is to have perpetual existence, ARTICLE VII The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject. ARTICLE VII For the management of the business and for the conduct of the affairs of the corporation, and in further creation, definition, limitation, and regulation of the powers of the corporation and of its directors and stockholders, it is further provided: 1. The number of directors of the corporation shall be fixed by, or in the manner provided in the By-Laws, but in no case shall 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, alter or modify the By-Laws 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 the corporation, the governing of its affairs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations of the corporation, secured and unsecured, to include therein such provisions as to redeemability, convertibility or EFTA00304830

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PAUL HOFFMAN PC PAGE 87 89/29/2083 12:20 348-774-2038 Articles of Incorporation Page 5 otherwise, as the Board of Directors in its sole discretion may determine and to authorize the mortgaging or pledging of, and to authorize and cause to be personal, including after acquired property, c) To determine whether any, and, if any, what part of the net profits of the Corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the Stockholders, and to direct and determine the use and disposition thereof. d) To contract in the name of the corporation with individual members of the Board of Directors in their individual capacity or as Tepresentatives of any firm, association or corporation. e) To sell or otherwise dispose of the real or Personal property of the corporation. f) To set apart a reserve or Teserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and corporation (including the acquisition of real and personal property for this Purpose) and for any other Purpose of the corporation. g) To establish bonus, profit-sharing, pension, thrift and other types of incentive, h) To issue, or grant options for the purpose of shares of stock of the corporation to officers and employees (including officers and employees who are also directors) of the corporation and on such terms and Conditions as the Board of Directors may from time to time determine, i) To enter into contracts for the management of the business of the corporation for terms not exceeding five (5) years, EFTA00304831

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PAGE 488 69/29/2883 12:28 348-774-2038 PAUL HOFFMAN PC Articles of Incorporation Page 6 j) To exercise all the powers of the corporation, except such as are conferred by law, or by these Articles of Incorporation or by the By-Laws of the corporation, upon the stockholders. ARTICLE IX Any person made a party to or otherwise involved in any action, suit or proceeding. by reason of the fact that he is or was a director, resident agent or officer of the corporation or of any corporation in which he served as such ar the request of the corporation, shall be indemnified by the Corporation against any and all amounts, costs and expenses, including but not limited to, attorney's fees, amounts paid upon judgments or awards or in settlements (before or after suit is commenced), actually and necessarily incurred by or imposed upon him in connection with such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein. that such officer or director is liable for wilful misconduct in the performance of his duties. The provisions Provisions of law, nor to further limit the corporation as respects indemnification. The rights respecting indemnification referred to herein shall inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification. ARTICLE X The corporation reserves the right to amend, alter, change, or repeal any provisions contained in The Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon stockholders herein are granted subject to this reservation, IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of Incorporation this —. day of August, 2003, . LiCl Barbara Mignon W: erly Simon OW (UDO eber EFTA00304832

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PC PAGE bY 09/23/2803 12:28 340-774-2038 PAUL. HOFFMAN ‘Articles of Incorporation Page 7 TERRITORY OF THE VIRGIN ISLANDS ) )ss: DIVISION OF ST. THOMAS & ST. JOHN ) The foregoing instrument was acknowledged before me this 6 May of August, 2003 by Barbara Mignon Weatherly, Ena Simon and Mary R. Webpr. —_ Notary Public PAUL HO NOTARY PUB} Ic ROMMISSION NO. LNB COMMISSION ExPInEs sen a7 woe EFTA00304833

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ISA rom 8869 (September 2000) Departeent of the Trossury Internat Revenue Semice ielidm Parent S Corporation Making the Election 1a Name of parent Financial Trust Company, Inc. b = Number, eet, and room oF suite no. (if a P.O. box, see instructions) © — City of town, state, and ZIP code St. Thomas, ISVI 00802 5 Darren Indyke lid Subsidiary Corpo 7a Name of subsidiary Jeepers, Inc. b Number, street, and roo or suite no. (if a P.O. box, see instructions) 6100 ¢ City or town, state, and ZIP code homas, USVI 00802 11> Date election is to take effect (month, day, year) (see instructions). . . + Name of common parent 6100 Red Hook Quarter, Suite B-3 Name of officer of legal representative whom the IRS may call for more information ation for Which Election is Made (For additional subsidiaries, see instructions. Red Hook Quarter, Suite B-3 13b Tax year ending date of lest return (month, d 15b EIN of common parent Qualified Subchapter S Subsidiary Election (Under section 1361(b)(3) of the Internal Revenue Code) OMB No. 1545-1700 eee 3° Tax year ending (month and day) December 4 Service conmter where lest relum was filed St. Thomas,USVI 6 Telephone nui representative 8 EIN (any) 66-0629193 BITS PONS 10 State of incorporation USVI _.. » 8/18/2003 Under penalties of perjury, | declare that ( have it is true, correct, and complete. Signature of officer of parent corporation >» General Instructions Section references are fo the internal Revenue Code unless otherwise noted. Purpose of Form A parent S corporation uses Form 8869 to elect to treat one or more rs ee cole subsidiaries as a qualified subchapter S subsidiary ( . The QSub election results in a deemed liquidation of the subsidiary into the parent. Following the deemed liquidation the QSub is not treated as a separate corporation; all of the subsidiary's assets, liabilities and items of income, deduction, and credit are treated as those of the parent. Because the liquidation is a deemed liquidation, do not file [caumon Jo Form 966, Corporate Dissolution or Liquidation. However, a final return for the subsidiary may have to be filed if it was a separate corporation prior to the date of liquidation. Eligible Subsidiaries An eligible subsidiary is a domestic corporation whose stock is owned 100% by an S corporation and is not one of the following ineligible corporations: ® Abank or thrift institution that uses the reserve method of accounting for bad debts under section 585; ® An insurance company subject to tax under the rules of subchapter L of the Code; © Accorporation that has elected (o be treated as a possessions corporation under section 936; or For Paperwork Reduction Act Notice, seo back of form, this election, including accompanying Schedules and statements, and to the best of my knowadge and belief, 15¢ Service center where consolidated retum was filed Tile » President Date» 9/23/03 ® A domestic international sales corporation (DISC) or former When To Make the Election The parent S corporation can make the QSub election at any time during the tax year. However, the effective date of the election depends pon when it Is filed. See Effective Date of Election on page 2. Where To File File Form 8869 with the service center where the subsidiary filed its most recent return. However, if the parent S corporation forms a subsidiary, and makes a valid election effective upon formation, submit Form 8869 to the service center where the parent S corporation filed its most recent return. Acceptance of Election The service center will notify the corporation if the QSub election is (a) accepted and when it will take effect; or (b) not accepted. The ci ‘ation should generally receive a determination on its election within 60 days after it has filed Form 8869. However, if the corporation is not notified of acceptance or nonacceptance of its election within 3 months of the date of filing (date mailed), take follow-up action ly corresponding with the service center where the corporation filed the election. If the IRS questions whether Form 6869 was filed, an acceplable proof of filing Is (a) certified or registered mail receipt (limely postmarked) from the U.S. Postal Service, or its equivalent from a designated private delivery service (see Notice Form 8869 (39-2000) EFTA00304834

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VO/LYsSZUUS ULSUY PAA 219 d1D LU4asd oo4 68/18/2083 14:34 34° -774-2830 PAUL HOFFM*’' Pc PAGE 03 (Rev. December 2001} Oepartment of tho Tresmry Application for.Employer Identification Number Ss egencins, indian tribal ohtities cartain individuals, and others). 6 County and state we pre ST. Thomas, vr Ta otaene of principal offlont ria owner, or trustor 7b Hi. Type of entity (check only one bo . C1 Estate (SSN of decedent) OEE BSS wae C1 Sole proprietor (SSN) C) Plan administrator (SSN) ——_—--. —_—_ C] Partnership C) Trust (SSN of granto) «= Px corporation (enter form number to be filed) O) National Guard =) Stateflocal government (CO Personal service: corp. CO Farmers’ conperative (] Faderal governmentimiiary (J) Churcit of church-controlied organization O) remic (1 Indian tbat governmonts ‘enterprises Other nonprofit organization (specify) > Group Exemption Number (GEN) ——LaLotner (speci® —— 6b If a corporation, name the state of foreign country} Stato Foreign country (if upplicable) where incorporated U.S, Vicg inisla 9 Raason fur applying (check only ona box) C1 Banking purpose (specify purpose) > — & startet new, business (specify type) >... C]_ Changed type of organization (specify new type) > __ welding te C Purchased going business Cl red employees the box and sea lira 12) — L) Created a trust (specify type) > ee (J Compliance with IRS withholding regulations C1 Created @ ponsion pian (specify type) > ee First date wages or annuiti wer pt rw be pa oh - = Note: if applicant's 3 withholding agent. enter deta in-ame wil first be paid to nonrasident alien, (month, day, yeur) . . na 13 ight rnb of enpoyers exc ne rx 12 nara. NO: Fe appt does et Househotd Other expect to have any employaas during the period, antar "-0-." , . > O 7 oO “4 Check oni bax that best describes the princinal acivty of your business. O Vea care & cel aaskionce (2) Wholesale~agenuisrok sr C) Conseuction [] Remal & leasing (] Transportation & warehousing [] Accommottation & food sorvice [-] wholesale-cther (J Retail (2 Reat estate 1 Manufacturing 2% Finance & insurance C2 other (specify) _ 15 Indicate principal line of merchandise sold; specific construction work done; products produced: or services provided, os se 16a Has tho applicant ever appliad for an employer Identification number for this.or any other business? . . . . L] Yam [Ml No Note: if “Yes,” please complete fines 1b and 16c. .. 16b If you checked “Yes” on fine 16a, give applicant's legal name and trade name shown on prior application If different from line 1 or 2 above. Legal namo > Trada name b oes 16c Approximate date when, and city and state where. the application was filed, Enter pravious employer identification number If kicwn, Approximate date when filed (mo., day, year) City and state where filed Previous EIN ee i . Complete this section only if you want to authorien the named individual to recelve the entity's EIN and answer questions about the cumpletion of this kur, Designee | Address anc ZIP code EFTA00304835

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CERTIFICATE OF APPOINTMENT OF RESIDENT AGENT OF JEEPERS, INC. 1, Jeffrey Epstein, President of Jeepers, Inc. (“The Corporation”) certify that the board of directors of the Corporation on June 23, 2005, did unanimously consent to the adoption of the following resolution: RESOLVED, that Maria Tankenson Hodge, 1340 Taarneberg, St. Thomas, Virgin Islands, (340) 774-6845, be and hereby is duly appointed to serve as resident agent for service of legal process in the U.S. Virgin Islands with full authority to accept the service of legal process on behalf of the Corporation. DATED: Ovne 23, 2005 Jeffrey Epstein, A TRUE COPY Cecile DeJongh, Secretary EFTA00304836

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UNANIMOUS CONSENT OF BOARD OF DIRECTORS OF IN LIEU OF MEETING The Board of Directors of Jeepers, Inc. (hereinafter “the Corporation”) pursuant to the provisions of Title 13 VIC 67b, unanimously consented to the following action, on this 23 day of June, 2005. In accord with the provisions of Title 13 VIC Section 52, it is hereby RESOLVED, that Maria Tankenson Hodge, 1340 Taarneberg, St. Thomas, Virgin Islands 00802, (340) 774-6845, be and hereby is duly appointed to serve as resident agent for service of legal process in the U.S. Virgin Islands with full authority to accept the service of legal process on behalf of the Corporation. Dated the &3 dayof Dune —_, 2005 Jeffrey E. Epsttin;Director Darren Indyke, Director EFTA00304837

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Consent of Agent for Service of Process — 0-—_— Barbar n Weather1 This writing witnesseth that the undersigned . . . fa . 2a 3 _Migno san ge ore-mienge as y 6 having been designated by the GEEPERS, INC. Name of Corporation ; ’ ie5 ° -2 as agent of the said company upon whom service of process may be made in all suits arising as ] against the said company in the Courts of the Virgin Islands, do hereby consent to act as such agent, and that service of process may be made upon me in accordance with Title 13 of the Virgin Islands Code. August, 2003 Peer eercr errr erceccceceeces ae (Signatur: Agent) Te Subscribed and sworn to before me this.../ %.... day of . August,. .2003 Y (Notary PAUL HOFFMAN NOTARY PUBLIC COMMISSION NO. LNP.01 1-00 COMMISSION EXPIRES JUNE 27, 2004 EFTA00304838