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FBI VOL00009
EFTA00227381
2265 sivua
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United States District Court SOUTHERN DISTRICT OF FLORIDA TO: SUBPOENA TO TESTIFY BEFORE GRAND JURY FGJ 05-02(WPB)-Fri/No. OLY-0l SUBPOENA FOR: El PERSON DOCUMENTS OR OBJECT(SJ YOU ARE HEREBY COMMANDED to appear and testify before the GrandJuryofthe United States District Court at the place, date and time specified below. PLACE: Palm Beach County Courthouse Juvenile Courts Building 205 N. Dixie Highway West Palm Beach, Florida 33401 (Temporary location for the United States District Courthouse, West Palm Beach) ROOM: Room 4-A DATE AND TIME: August 18, 2006 9:00am YOU ARE ALSO COMMANDED to bring with you the following document(s) or object(s): Please coordinate our com liance of this subpoena and confirm the date and time of our a arance with Special Agent Federal Bureau of Investigation. Telephone: 0 Please see additional infonnation on reverse This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. This subpoena is issued upon application of the Uuitfd Statetof America • If not appheabk. enter 'none - mPt00116421' DATE: August 2, 2006 Name, Address and Phone Number of Assistant U.S. Attorney uStni tan Avenue, West Palm Beach FL 4 1-6235 Case NoT•08•13 EFTA00227421
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0 r i '.i 0 N Case No. 08-80736-CV-MARRA P-000042 EFTA00227422
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United States District Court SOUTHERN DISTRICT OF FLORIDA TO: SUBPOENA TO TESTIFY BEFORE GRAND JURY FGJ 05-02(WPB)-FriJNo. OLY-02 SUBPOENA FOR: PERSON 11 DOCUMENTS OR OBJECT'S! X YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States District Court at the place, date and time specified below. PLACE: Palm Beach County Courthouse Juvenile Courts Building 205 N. Dixie Highway West Palm Beach, Florida 33401 (Temporary location for the United States District Courthouse, West Palm Beach) ROOM: Room 4-A DATE AND TIME: August 18, 2006 9:00am YOU ARE ALSO COMMANDED to bring with you the following document(s) or object(s): Please coordi f this subpoena and confirm the date and time of our appearance with Special Agent ederal Bureau of Investigation, Telephone: O Please see additional information on reverse Phis subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. CLERK (BY) DEPUTY CLERK This subpoena is issued upon application 'If not applicable. enter 'none vas DA Tit August 2, 2006 Name, Address and Phone Number of Assistant U.S. Attorney us c Wet Palm Reach FL 33401-6235 Case Note-N. -.MARRA ro1641140040 EFTA00227423
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This subpoena is issued upon application United States District Court SOUTHERN DISTRICT OF FLORIDA TO: SUBPOENA TO TESTIFY BEFORE GRAND JURY FGJ 05-02(WPB)-FriJNo. OLY-02 SUBPOENA FOR: n PERSON DOCUMENTS OR OBJECTISI YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States District Court at the place, date and time specified below. PLACE: Palm Beach County Courthouse Juvenile Courts Building 205 N. Dixie Highway West Palm Beach, Florida 33401 (Temporary location for the United States District Courthouse, West Palm Beach) ROOM: Room 4-A DATE AND TIME: August 18, 2006 9:00am YOU ARE ALSO COMMANDED to bring with you the following document(s) or object(s): Please coordinate our compliance of this subpoena and confirm the date and time of your appearance with Special Agent Federal Bureau of Investigation, Telephone: 0 Please see additional information on reverse This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. DATE August 2, 2006 Name, Address and Phone Number of Assistant U.S. Attorney un West Palm Beach, FL 33401.6235 •linot applicable Case Ntr..004140.74fiu€V-MARRA PaPiett9cW4 EFTA00227424
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United States District court SOUTHERN DISTRICT OF FLORIDA TO: SUBPOENA TO TESTIFY BEFORE GRAND JURY FGJ 05-02(WPB)-Fri./No. OLY-02 SUBPOENA FOR: PERSON DOCUMENTS OR OW ECTISI YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury ofthc United States District Court at the place, date and time specified below. PLACE: Palm Beach County Courthouse Juvenile Courts Building 205 N. Dixie Highway West Palm Beach, Florida 33401 (Temporary location for the United States District Courthouse, West Palm Beach) ROOM: Room 4-A DATE AND TIME: August 18, 2006 9:00am YOU ARE ALSO COMMANDED to bring with you the following documents) or object(s): Please coordinate your compliance of this subpoena and confirm the date and time of your appearance with Special Agent Federal Bureau of Investigation, Telephone O Please see additional information on reverse This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. CLERK This subpoena is issued upon application of the United States of A DATE August 2, 2006 Name. Address and Phone Number of Assistant U.S. Attorney tan Avenue, West Palm Beach, FL 33401.6235 •U not applicable. enter "11O11C Case NoT.48.409436‘eV-MARRA fccittgYiM6 EFTA00227425
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C 4.) Case No. 08-80736-CV-MARRA P-000046 EFTA00227426
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United States District Court SOUTHERN DISTRICT OF FLORIDA TO: SUBPOENA TO TESTIFY BEFORE GRAND JURY FGJ 05-02(WPB)-Fri./No. OLY-03 SUBPOENA FOR: a X DOCUMENTS OR OBJECTS( YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States District Court at the place, date and time specified below. PLACE: Palm Beach County Courthouse Juvenile Courts Building 205 N. Dixie Highway West Palm Beach, Florida 33401 (Temporary location for the United States District Courthouse, West Palm Beach) ROOM: Room 4-A DATE AND TIME: August 18, 2006 9:00am U YOU ARE ALSO COMMANDED to bring with you the following documents) or object(s): Please coordinate our coin !lance of this subpoena and confirm the date and time of your appearance with Special Agent -ederal Bureau of Investigation, 'fclephonc: Please see additional information on reverse This subpoena s ha I I remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. CLERK (BY) DEPUTY CLERK DATE. August 2, 2006 This subpoena is issued upon application of the United States of America •If not applicable, enter -none • Name, Address and Phone Number of Assistant U.S. Attorney tan to West Palm Beach, FL 33401-6235 PolP4600(1477 Case Not.°08.99090ftseV-NIARRA EFTA00227427
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Case No. 08-80736-CV-MARRA P-000048 EFTA00227428
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United States District Court SOUTHERN DISTRICT OF FLORIDA TO: SUBPOENA TO TESTIFY BEFORE GRAND JURY FGJ 05-02(WPB)-FriJNo. OLY-04 SUBPOENA FOR: n PERSON DOCUMENTS OR OBJECT(SI YOU ARE HEREBY COMMANDED to appear and kstify before the Grand Jury of the United States District Court at the place, date and time specified below. PLACE: Palm Beach County Courthouse Juvenile Courts Building 205 N. Dixie Highway West Palm Beach, Florida 33401 (Temporary location for the United States District Courthouse, West Palm Beach) ROOM: Room 4-A DATE AND TIME: August 18, 2006 9:00am YOU ARE ALSO COMMANDED to bring with you the following documents) or object(s): Please coordinate your corn liance of this subpoena and confirm the date and time of our a arance with Special Agent Federal Bureau of Investigation, Telephone: ci Please see additional inform Lion on rctictsc This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. This subpoena is issued upon application DATE: August 2, 2006 Name, Address and Phone Number of Assistant U.S. Attorney West Palm Beach, FL 33401-6235 otf not appal:abet, Mb 'nose' Case NoT48•4104•36u€W-MAR RA FoP1001002P7 EFTA00227429
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Case No. 08-80736-CV-MARRA P-000050 EFTA00227430
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United States District Court SOUTHERN DISTRICT OF FLORIDA TO: SUBPOENA TO TESTIFY BEFORE GRAND JURY FGJ 05-02(WPB)-Fri./No. OLY-05 SUBPOENA FOR: K PERSON DOCUMENTS OR OBJECT'S! YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States District Court at the place, date and time specified below. PLACE: Palm Beach County Courthouse Juvenile Courts Building 205 N. Dixie Highway West Palm Beach, Florida 33401 (Temporary location for the United States District Courthouse, West Palm Beach) ROOM: Room 4-A DATE AND TIME: August 18, 2006 9:00am YOU ARE ALSO COMMANDED to bring with you the following document(s) or object(s): Please coordi of this subpoena and confirm the date and time of your appearance with Special Agent Federal Bureau of Investigation, Telephone: Please sec additional information on reverse This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. This subpoena is issued upon application of the United States of America Name, Address and Phone Number of Assistant U.S. Attorney 500 So. Australian Avenue, Suite 400 1.6235 o No. OA SO P 000051 EFTA00227431
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Case No. 08-80736-CV-MARRA P-000052 EFTA00227432
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Rai /MORD • Ni 21260042 UNITED EWES OF Ma% DEPARTMENT OF TRANSFORMTION Pau. siviillOs ioimermenCemmat •Ortoity AIII014AUTICAL COMP AWICRAFT REOLSTRATION APPUCAMON CERT. TE REGISTRATON IngU rIMER IN 909JE AIRCRAFT MANUFACTURER • MODEL Gulfstream G-11598 ANC(IAFT WW1 No. 151 USE LY D544). a TWE OF RECTISTRaba4 Pink one Ms) 0 I. WPM* CI 2. Pane** gat...wow 0 &coca WARE OF OPPUCANT reassim rear cm ware 0 tunwilip II MOMS& Mb Hyperion Air, Incel t, 41 /4 TWEPPICNE NtAIRE/t. (1.1. 4 44 47 AZIORESS 103 Rae Rae 'nem 0 A ti 441 Poulk Road, Suite 202 Wes Thx: an 44% Wilmington ZIP CODE 19603 O CHECK HERE KITEKTIONI Rind This A Abe or Moormil I To DATT Cat The It SIC. en Mt Carat (IT TIM We Owe SOS Is owns CT hi WAS la (Fie tam Mot Oa On CSC ONE AS F YOU AR anti A the signing gallon NA quieten pima bt otelailei (DCBTICIATION CHANGE OF ADDRESS this sppliestion. by be / re isplilinall sesToteRmIN T.OT Ms Ore is • ottuen hoosalme ineemArare. ci ar t 14TA end cOnwity urn a et Foam Tat) No. • 0 (?) we CD RAI nn G A NISI SA ID A nermilan tweeteiral anti WO Smelt WiNceon al Winne war Ow WO a to UMW as... leacoili a Or Axes ea fl ab* Ice NES rano We llman IPA SOS . ' lomen ma COP Om Ned ugh em Fell ANSA must ie,‘ Use brie, ha WM or NOTE: igrzteclA sco-ownentip al aprileints OR SIONAURE Iii 8 g CLUSE I T-- '-'.. OWE President DATE TI-4 DOE li TITLE GATE NOTE Petting apt et We Cord, ot Anil Reminion, be built trey tut opetRAS Wowed nol in miss 0 CO St aping Sidi Owe me PM copy alit we:S. mat lie IRT^W b it Oran PC Form Mel (WM ( 34014C07) 9.sasidn Mime Edbr Case No. 08-80736-CV-MARRA P-000053 EFTA00227433
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FORM APPNCNED CRAB No. 21204.042 UNITED STATES OF NFERCA DEPRITIDENT OF TRANSPOROCION .Dogs. CERT TE USE driciON onmet1S3107001010tY ACIONAUICAL =MO AIPOWT REGIBIR/TIEN APPLICATION UNITED STATES RECECTRATON Pala I4 qm -rp AMMAR MANUFACTURER a NOM Boeing 727-31 AIRCRAFT a Na. 20115 TYPE OF neasnueropt qua am ow O t IntINAS O2 PSTOINIttp Mt CorpTrOtil 0 4. CcNownor O 15.Zt. NNW OF APPUCANT (PowycoN) wan ea warm al cants I Sea ow SEGE, Inc. Z it e - • ITELEPTICRE PRAIDERAMM k . kr a and mat vat) 41, ADDRESS 103 N...., Rani Pat O 44, 411:11) (Pormonot appicart ad.) Foulk Road, Suite 202 ant stoFt —41% -- IIV 47 bac MY Wilmington DP CODE 19803 o A woo IUS. Ca nvE C.R.Y. IN Doi al (For CHECK CHECK HERE IF YOU AR ATTENTION! Rad the This portion or Ountrost /roe Is tog Doom TU. It Sac. IDE/ CFERAATION R NG A CHANGE OF ADDRESS this spplicsiket by Ire arli 0 Ottlionet comptealkoN 1 OF *piing pans Ice 301000111111 Me la to ern a01entRatro abort aircraft waned unconokest. to UMW Sao as Ina vs n.0.0 ONE AS art .- -Morrow 1-551) P a a ID (2) Illst 13) But TYPE 0 A ussideol S. I A roe award weir Re lens al ITN :T om NON ha" a nit lor Atainiesion. rid oths rat illillon at Mt Main la Ler al lapel In IS/ Tone Tony. al tom IRO MP isFew Pa all use ar NOTE: figitatedAtir co-oarstip A appicerts OR smemuar mem STAN I t— ,. Sign I i 15 President DOE TIRE Dam i NOTE Pea* MOW 01 0.• Cornall0 a 01100 Flonnton. RIM Otto SAO MB 0 to it ..oat rot to doors Ica . twos ro a. nags at ID awl los 03•1.0 in es onall. NM Y sof opts AC Pam 03501 (1240) (00524D4284007) Sands Assiut Mew Case No. 08-80736-CV-MARRA P-000054 EFTA00227434
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BILL OF SALE FOR AIRCRAFT
KNOW ALL MEN BY THESE PRESENTSthat
REAL ESTATE EXCHANGE, INC., an Oregw corporation ("Sellers), having its address c/o
Investment Property Exchange Services, Inc., 900 SW Fifth Avenue Mezzanine Level, Portland OR
97204, Attention: President (- Sellers), in consideration of Ten Dollars and other good and valuable
consideration, receipt of which is hereby acknowledged, does hereby grant, bargain, sell and assign to
JEGE, INC. (Buyer), a Delaware corporation, its successors and assigns, the following used Aircraft and
installed used engines:
MANUFACTURER
MODEL OF
U.S.RECIS77tATI0N NUMBER
MANUFACTURER'S SERIAL
AIRCRAFT
NUMBER
Boeing
727-31
N505IS
20115
Engine Particulars:
Pratt & Whitney
Posidtm
Mudd
Serial Number
1
318D-219
P726121
2
JT8D-7B
P654373
3
JT8D-219
P726122
Together with all equipment, components, spare pans and accessories Stalled thereon and used in
connection therewith.
TO HAVE AND TO HOLD said Aircraft unto the Buyer, its successors and assigns, for its and
their own use forever.
The Seller hereby wamints that it is the lawful owner of said Aircraft and installed engines: that its
tide to said Aircraft and installed engines is free and dear of all liens, leases, mortgage, security interests,
dams, charges and encumbrances whatsoever; that the Seller shall defend title to said Aircraft against the
claims of any person, firm or corporation whomsoever other than claims relating to or arising out of the
acts or omissions of Buyer, and this Bill of Sale is made and delivered pursuant to the provisions of that
cenain Aircraft Purchase Agreement between the Seller and Buyer dated January 5: 2001, and that the
warranties and representations of Seller set forth therein are true and correct as though nude on and as of
the date hereof.
IN WITNESS WHEREOF, Real Estate Exchange, Inc. has caned this irunument to be executed and
its seal affixed thereto for the purpose hereinabove shown by its duly authorized officer this VA day of
January, 2001.
REAL ESTATE EXCHANGE, INC-,
BY
iaaett
Tale ut
fAips;ctegt
1
1/40d
*LAOS
et RN%s A "
CA
Case No. 08-80736-CV-MARRA
P-000055
EFTA00227435
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19-01 12:43 PM P.03 •U.S.00:ION SSSU rcam•FERCTAILI UPATED STATES OE AMERICA or PC. MGM U.S DEMI:FMK OF TRANSMIT/TON FIZODIG awes assessnus AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ THE UNDERSIGNED OWNERISI OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DCS• CRISCO AS FOLLOWS vino i1 RECUSITOCGON STATES MAMA IS 50 US AIRCRAFT MANUFACTURER 8 MODEL Bosing_72 72 1 AIRCRAFT SERIAL No. DOES THIS D OF HEREBY SELL. GRANT.AV TRANSFER MID ANS 1 DELIVER AU. RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do No, IMO, In 110 IWO FOR FAA UBE MY PURCHASER govousia Ord Lew Now. WIM mat MO taw 'cm I JEGE, Inc. 457 Madison Ave, 4th Floor New York NY" 10022 DEALER Cowman nuke! NO TO . LISCIGORS. AOMNISMASOFS. NO NUM 10 Net we TO POD IIINOWLY Tit Ma pawn romwo. AND SPIWINITII De TITLE THEREOF. M Tun wow WIEFIEOF NAND A/O Wm. Wog WEI OF NAM! 12) OF oeLLe/i WI Maths ' SIGNATURE IS) F ma vs tirttaui IOII COOselipeRsu Non San Tin.O mytente snot, eal Estate Ex- Vice President W IIIITies Tnt- _,a W as ACSNOWLSOOMENT mot its0IDIIED As sUsFONS OI r** c0FIIINA AT LOCAL LAM FOR MOM'. Or lid INSTRUldrill ORIGINAL: TO FM RC Raw OFWL4 WWI PON 0311404WW031SwroWoo wan Ca MOM W N. WO St ROOMS Case No. 08-80736-CV-MARRA P-000056 EFTA00227436
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BK-U 35PG I 17 t at of atiak tre PAGE 1 751199007 Office of c*erretarg of 5Jstate I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF HYPERION AIR, INC. FILED IN THIS OFFICE OU THE EIGHTEENTH DAY OF JULY, A.D. 1991, AT 2:30 O'CLOCK P.M. I * * * * * * * * * RECEIVED FOR RECORD 19 9:/ RECORDER S4.00 STATE DOCUMENT FEE PAID Michael H rkins. Secretary of State AU *3115955 ENTICATION: DATE: 07/19/1991 Case No. 08-80736-CV-MARRA P-000057 EFTA00227437
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an-UI35FGi I8 ---.--- SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:30 PM 01/18/1991 761199007 - 2268768 CS' al CERTIFICATE Qf INCORPORATION OF BYPERION Ala , INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of the corporation (hereinafter called the "corporation") is HYPERION AIR INC • SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Larckerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc. THIRD: The purpose of the corporation is to engage in any lawful act ur activity for which corporations may be organized under the General Corporation Law of the State of Delaware. Mani The total number of shares of stock which the corporation shall have authority to issue is one thousand five hundred. 'The par value of each of such shares is one tenth of a null. All such shares are of one class and are shares of Common Stock. BEM: The name and the mailing address of the incorporator arc as follows: NAME MAI? .INCI ADDRESS Athena Togias SIXTH: The corporation is to have perpetual existence. -1- IMSL CLC SIMIAN'S ,V13341S/S0H4 'nun IS-St-L0 Case No. 08-80736-CV-MARRA P-000058 EFTA00227438
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35F3 I I9 SEVEN11;1: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner us the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganisation of this corporation as consequence of such'cornpromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, he binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be. in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an -2- Oe91. CLC ORDIAMEB 1VI33d8/02hd SIttrt 16-01-40 "1 Case No. 08-80736-CV-MARRA P-000059 EFTA00227439
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BK - U 135PG 120 initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. 3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of arty class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vole upon the increase or decrease in the number of authorized shares of said class. ,NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. TENTH: The corporation shall, to the fullest extent permitted by the provisions of f 145 of the General Corporation Law of the State of Delaware, as the suite may he amended and supplemented, indemnify any and all persons whom it shall have power to Indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may he entitled tinder any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another opacity while holding such office, and shall continue us to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may he added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation arc granted subject to the provisions of this Article ELEVENTH. .3. be • d OLS4 C4C Lte-01 SIDIAMMIS ,VIDIPAB/83Hd OUP% te-gt-tg Case No. 08-80736-CV-MARRA P-000060 EFTA00227440