The Articles for Partnership and Banking

ARTICLES OF INCORPORATION OF

Planet Ocean Underwater Hotels Caribbean Fund CORP.

The corporation’s registered office is located at: (Address of Partner)

ARTICLE I NAME/REGISTERED

ARTICLE II PURPOSE

This corporation is organized exclusively for charitable purposes within the meaning of the PARTNER laws, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations. To this end, the corporation shall use ongoing raffles to provide funding for the Planet Ocean Underwater Hotels, LLC International Sea Station.

The received donation funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

TEN PERCENT will be applied for the RALLYUP.COM Platform and for credit card processing.

PRIZE FUND will be maintained in a commercial bank of the Caribbean, a fund to be known as the Planet Ocean Underwater Hotels Caribbean Fund Corp. The Prize Fund shall at all times comprise of an amount equal to the total value of tickets sold and not redeemed at the prescribed win percentage as determined under regulation.

ARTICLE III LIMITATIONS

At all times the following shall operate as conditions restricting the operations and activities of the corporation: 1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Caribbean Law, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation; 2. The corporation shall not lend any of its assets to any officer or director of this corporation, or guarantee to any person the payment of a loan by an officer or director of this corporation.

ARTICLE IV DIRECTORS/MEMBERS

The corporation shall have no voting members. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation’s by-laws. No Director shall have any right, title, or interest in or to any property of the corporation, may have voting members, and such membership, if any, and classes thereof, shall be as defined in the corporation’s bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation’s by-laws. No member or Director shall have any right, title, or interest in or to an property of the corporation, shall have a voting membership, and may have classes of same, as defined in the corporation’s bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation’s by-laws.

LIST THE DIRECTOR NAMES

ARTICLE V DEBT OBLIGATIONS AND PERSONAL LIABILITY No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this Caribbean corporation.

ARTICLE VI DISSOLUTION Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, or shall be distributed to the Caribbean government, or to a state or local government, for a public purpose.

ARTICLE VII INCORPORATOR

The incorporator of this corporation is: Caribbean Government The undersigned incorporator certify both that she/he/they execute these Articles for the purposes herein stated, and that by such execution, she/he/they affirm the understanding that should any of the information in these Articles be intentionally or knowingly misstated, she/he/they is/are subject to the criminal penalties for perjury set forth in the Caribbean Laws as if this document had been executed under oath.

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