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*. *Xi that: .(1). The following reselutions were ado-pled by unenatioUlaineent of th.e.BOaid 4121406ra of the Corporation on the cp a is 'RESOLVE that any peramadasignetesiftitiii ere S1 a D tjAtc— p1 tlieVaipppticei 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) Signature. • Signature Name Position Signature Name Position Name Positron 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 amour 1 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_000 15022 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 adored ion. 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. eg/20/nc3 12.22e • • 3dg-774-2030 Pat. HorrmAN.pc ARTICLES OP INCORPORATION OF JEEPERS, INC. -. '7 PASf 03 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 Anicles of Incorporation Page 2 PAUL 14:PFMAN PC PAGE. 4. To acquire, hold, maintain; and operate such plants, workshops, Offices, stores, buildings, equipment, vehicles, and vetselt as may be desirable: for the proper conduct of the business Itereinreferrcd to, and to do and perform every other act that may be legally performed by acorponstion engaged in such buseress. 5. To ripply 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.pate,nt of theVnited States or of any foreign country, or pending' applications therefor, and any inventions, improvements, devices, trade secrettimiilite, processes, trademarks. trade names, brands, labels, copyrights, end PriOre4, and an;6right, title, or interest therein'. 6. To purchase, or otherwise accent:yaks% 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. 7. To acquire all or anYlert rank good will, rights, ProPerty. and business of any person.. turn, association, or colsration and to pay for the same iu cash or in stock or bonds of this ecOttratition'fothenvise.and 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 any lowful 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, 9, To borrois, 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 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 contracts including entering into joint ventures or partnerships, limited or general, as limited or general partner, or both, for or in CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001551 EFTA_000 15025 EFTA00165803 e9,23,203 1?: lso-774-?0$ Ankles of incorporation Page 3 pia FICIFF, I PC i. 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 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 * 1/4 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 4 A 5 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001552 EFTA_000 15026 EFTA00165804 89/29/2003 12:20 348-774- 203e PALA 1419"MAPI roc. Piait. eti • 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 Articles of Incorporation Page 5 PAUL trrli1AE.1 ' ppm 67 • otherwise, es the Board of Directors in its sole discretion may determine and to authorize the mortgaging or pledging of, arid to authorize and cause to be executed mortgages and liens upon any property of the „corporation, real or personal; including after acquired property. c) To determine *whether any, and, if any, what pan 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 oc. a corporation with individual members of the Board of Directors in theirintfividuid capacity or as representatives of any firm, association or corporation, e) To sell or otherwise .,disposc of the real or personal property of the corporation. .,. To set apart a reserve i or Tc5CIVCS, and to abolish such reserve or reserves, or to make such otherlatovisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the business of the corporation (iatiuding the acquisition of real and personal property for this purpose) and forany other purpose of the corporation. ro g) To establish bonus, profit-sharing, pension, thrift and other types o f incentive, compensation or retirement plans for the officers and employees (including officers and employees who ate also directors) of the corporation and to fix the amounts of profits to by distributed or shared or contributed and the amounts of the corporation's funds otherwise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their respective participation. 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. To enter into contracts for the management of the business of thc corporation for terms not exceeding five (5) years. t t I CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001554 EFTA_000 5028 EFTA00165806 69/79/2003 12:26 • • 340-774-2838 Amides of Incorporation Page 6 PAUL I-KFFMAN PC *PAW ea j) To exercise all diepowers of the corporation, except such as are conferred by law, or by these Articles of Incorporation or by the .8y-Laws of the corporation, upon the stockholders. ARTICIS-la Anyper-Sonmade a party tq qtrothenvise involved in any action, suit orproeeeding. 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 at the request ltif tite;%rporition, shall be iiideinnified by*: corporation against any and all amounts, costs and expenses,Ittinding but not limited to, atterneyi fees, amounts paid upon judgments or awards or in saifte,Opts 0,4fore or after suit is commenced); actually and necessarily incurred by or imposed qpoSihnin connection with such action, suit or proceeding, nr in connection with any appeal therelnXrmen relation .to matters as to which it shall be' djudged in such action, suit or proceediagi'oilliVnnection with any; ppeal therein, that such officer or director is liable for wilful misconditst in deperformince of his duties. The provisions of thiS Article Shall not be deemed exclitsivosfiesyvber rights tespeotingindentaification to which Otto seeking indemnification may be entitled tad thrall not be read to Ilfrat orrestrict attrapplicable. proVisions of law, nor to further lant4bc Ct ration as respects inrienntiiicaltort. The rights. respecting indemnification referred* 'intuit' to' Ilse benefit of the heirs, exitutors and administrators °limy person tor akariniEcafin#;. 1 mtnct-Ex The corporation tise.rieStlieulhinto amend, alter, cliange,orroppalanyprovisiont contained in The Artitles of Incoroorationin the manner now'or hereafter prescribed by statute and all rights conferred upon stockholders herein are granted subject to this reservati0n. IN WITNESS WHEREOF we have made, siped and ticknoWledged these Articles of incorporation this day of August, 200. :gcrie_—_ ,eStaltadenu. -4K4•WP€ Barham ivlignon W the* SiniontiL) eber CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SONY-0001555 EFFA_000 15029 EFTA00165807 0 , 2912i03 121ii 340-7774.4030 • •. Articles of locolporation Page 7 PAUL. .H0F1146171• PC ( TERRIDDRY OF THE VIRGINISLANDs ) )29: DIVISION 012 ST, THOMAS °& St JOHN ) E'Abt .tr$ I torggoing instrupignovas acknowledged beim nit this' .b d9 of August, 2003 by Batbsta:Migtkoif:Weatherly, Ena Simon !Ind Mary R. NV' PAUL HOFFMAN co NOTARY PUSLic COMMON too WR01 ° stitZ JONE217 2004 CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0001556 EFFA_000 15030 EFTA00165808 CERTIFICATE OF APPOIffIWIENT OF RESIDENTAGENTSF ICEPERS, INC. Jeffrey Epistein; President of Japers, Inc. ("The Corporation") certify that the board of directors of the Corporation on June al, 2005, did unanimously consent to the adoption of the following resolution. RESOLVED that Main TanIcenson Hodge be land hereby is duly appointed to save as resident agent for service of legal process in the U.S. Virgin Islands with full authority to attept the service of legal process on behalf of the Corporation. gk: DATED:. Sim& ?c/O.S Jefliey. A TRUE COPY ATTEST. 'Cecile Delongh, Siretary t CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001557 EFTA_0001503 I EFTA00165809 • UNANIMOUS CONSENT OF BOARD OF DIRECTORS OF IN LIEU OFNIE.ETING The noani of Directors of Jeepers, Inc. (hereinafter "the Corporation") purstuutt to the provisiom of Tide 13 VIC 67b, unanimously consented to the lbllowing action, on this AS day of3une, 2005. In accord with the provisions of Title 13 VIC Section 52, it is hereby RESOLVED, that Maria Tankenson Rota. 00802, be and hereby is duly to save as rest agent service legal process in the U.S. Virgin Islands with MI authority to accept the service of legal process on behalf of the Corporation. Dated the 03 day of 1/43-O wt. 2005 Cecil my E. Epsr tact* Damn Indyke, Director • CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001558 EFTA_000 15032 EFTA00165810 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES • '-' CHARLOTTE AMALIE. ST. THOMAS C-819-20O3 f, the undersigned. LIEUTENANT GOVERNOR, do hereby certify that jai of the Virgin Islands filed in my office on . E4, A--ust 10, 2003 as provided for by law, Articles of Incorporation dilly acknowledged: WHEREFORE the prsollasagined in the said Articles, and who have signed the samei and *eir ittersots, are hereby declared to be from the date aforesaid, a Comrrillorkby the name and for the purposes set forth in said Articles, with theAgittof succession as therein stated, '4t17, Witness my hand and the Seal of the Government of the Virgin blends of the:United States. at Char. tette Amalie.. St. Therm, this 20th day of swans ta 6: 13. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001559 EFTA_000 15033 EFTA00165811 TIIE UMROSuIFS.VRGII4 ISLANDS. OFFICE OF THE LIEUTENANT GOVERNOR DIVISION.OF gORPORATIONS ANDTRADEMARKS 5049.Kongens GOCie Chonolle Amdie, Virgin blonds 00802 Phone • 340.776.8515 Fox • 340.776.4612 AUGUST 26, 201 CERTIFICATION OF GOOD STANDING 1105 King Street Chalionsleci. Virgin Islands 03820 Phan - 340.773.6449 fax • 340.773.0330 This is to certify that the corporation known as BEEPERS, INC.. filed Articles of Incorporation in the Office of the Lieutononf Governor on AUGUST 113, 2003 that a Certificate of Incorporation was Enued by the Lieutenant Governor on AUGUST 20, 2003 authorizing the Oa corponoti0n 1O candubt business in the Virgin Islands and the corporation Es considered to be in good standing. Denise Johannes Director, Division of Corporation and Trademarks DJ/g& CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001560 EFFA_000 15034 EFTA00165812 CONSENT OF THE BOARD OF DIRECTORS OF SOUTHERN TRUST COMPANY, INC. The undersigned, being all of the Directors a Southern Trust Company, Inc., a US. Virgin Islands Corporation ("the Corporation"), hereby certify that the following resolutions were unanimously adopted and entered into by the Board cif Directors on the 19th dayof March 2013. WITNESSETH: WHEREAS, the Corporation is a corporation organized and existing under the laws of the U.S. Virgin Islands; WHEREAS, the Board of Directors as of the date of this Consent are as follows: Jeffrey Epstein Darren K. Indyke Richard Kahn WHEREAS, the undersigned, being all of the directors of the Corporation, consent to the taking of the following actions in lieu of a. meeting of the Board of Directors in accordance with the General Corporation Law of the United States Virgin Islands (the "GCL") and waive any notice to be given in connection with the meeting pursuant to the GCL; WHEREAS, Financial Truk Company, Inc., 2 corporation organized and existing under the laws of the United States Virgin Islands ("FTC'), is the sole shareholder of Jeepers, Inc., a corporation organized and existing.under the laws of the United States Virgin islands ("Jeepers!), which has elected to be taxed as a qualified subchapter S subsidiary; WHEREAS, the Board of Directors of, FTC determined that it is in the best interests of the Corporation and its sole shareholder, Jeffrey E. Epstein. ("Epstein'), to transfer and ciisttibute to Epstein all of the issued and outstanding shares of Jeepers, frees and clear of all liens, claims and encumbrances (the "Jeepers Interest"), such that Epstein shall become the sole shareholder of Jeepers; WHEREAS, Epstein is also the sole shareholder of Corporation; WHEREAS, the Corporation' is the sole member of Southern Financial, LLC, a United States Virgin Islands limited liability company organized on February 25, 2013 ("SF"); and WHEREAS, the Board of Directors of FTC has determined, that it is in the best interests of FTC and its sole shareholder to merge FTC into SF, upon the completion of which merger SF shall be the surviving entity of said merger (the "Merger"); CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001561 EFTA_000 15035 EFTA00165813 WHEREAS, it is intended that the Merger be effectuated upon, in accordance with, and subject to, the provisions of an Agreement and Plan of Merger in the form annexedXs Exhibit "A" hereto; which has also been approved by the Board of Directors of FTC and its sole shareholder (the "Merger Agreement"); WHEREAS, in, connection with the Merger and pursuant to' the provisions of. the Merger Agreement, Epstein is to surrender for cancellation ten thousand (10,000) share's of the Common Stock of FTC, representing all of the issued and outstanding shares of FTC's Common Stock and all of such issued and outstanding shares held by Epstein, and in consideration of FTC's merger with and into SF, the wholly owned subsidiary of the Corporation, and the transfer of all of FTC's assets to SF by operation oflaw as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, .3.01 par value (the "Common Stock') to Epstein- (the "Additional Shates'-');* WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of the Corporation, that the Merger be consummated •uptin, in accordance with, and subject to the provisions of the Merger Agreement, and that in connection therewith, the Corporation issue the Additional Share§ to Epstein; NOW THEREFORE BE IT: . RESOLVED, that, after consummition by FTC of its issuance to Epstein of the Jeepers Interest, the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreement,' be and it is hereby authorized and approve& RESOLVED, that it is intended that the Merger qualify as a tax-free reorganization under section 368(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form and provisions of the Merger Agreement, be and they hereby are adopted and approved; RESOLVED, in connection with the Merger and pursuant to the provisions of the Merger Agreement, the Corporation issue the Additional Shares to.JE. RESOLVED, that, the President of the Corporation bc, and he herebyis, authorized,empowered and directed, for and on behalf of the Corporation, to-execute an&deliverthe Meier Agreement, and to execute and file with'the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Merger in accordance with the provisions of thc Merger Agreement; and RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to execute and deliver all-such agreements, documents and instruments, to pay all such costs, fees and expenses, and take all such other action as such officer deems necessary or advisable in order to consummate the Merger in accordance with the provisions of the Merger Agreement. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001562 EFTA_00015036 EFTA00165814 This consent shall be filed with the Minutes of, the proceedings of the Board of DirectoW of the Corporation. IN WITNESS WHEREOF, the undersigned has executed this ResolUtion as the climctors of Financial Trust Company, Inc., on this 19th day of March, 2013. • . . Jeffrey CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001563 EFFA_000 15037 EFTA00165815 CD Current Classification: (click here for help) Internal W- eiN Jeffrey Epstein Source of Wealth DJ Seldon Clarke to: MO CIP 09/30/2013 0t:56 PM Flisiory. This message has been replied to. Sender Date Subject Seldon Clarke Fran M Wickman 09/30/2013 01:56 PM p Jeffrey Epstein Source of 10/01/2013 11:25 AM Re: Jeffrey Epsteir Classification: For internal use only Jeffrey Epstein began his financial career in 1976 as an options trader at Bear Stearns. He specialized in mathematical models such as the Black-Scholes option-pricing model and later worked in the special products division, advising high net worth clients on tax strategies. In 1980, Epstein became a partner at Bear Stearns. In 1982, Epstein founded his own financial management firm, J. Epstein 8 Co., managing the assets of clients with more than a billion in net worth. In 1987, Leslie Wexner, founder and chairman of the Columbus, Ohio-based Limited chain of women's-clothing stores became a well-known client: In 1996, Epstein changed the name of his firm to The Financial Trust Company and based it on the island of St. Thomas in the US Virgin Islands. In 2003, Epstein publicly bid for New York Magazine, along with advertising executive, Donny Deutsch, investor Nelson Peitz, publishing mogul and owner of The Daily News, Mortimer Zuckerman and film producer Harvey Weinstein. They were ultimately out bid by longtime wall street investor Bruce Wasserstein for $55 million. In 2004, Epstein and Mortimer Zuckerman, committed to finance up to $25 million to back Radar, a celebrity and pop culture magazine and Maer Roshan, its editor in chief and founder. Epstein and Zuckerman were equal partners in the venture, and Mr. Roshan retained a small ownership stake Since all but one of his financial clients are anonymous, it has been speculated that much of Epstein's lavish lifestyle was once financed by Wexner. In September 2002 he flew Bill Clinton, Kevin Spacey and Chris Tucker to Africa in his private Boeing 727, to promote the former presidents anti-AIDS efforts.He was also friends with Prince Andrew, Duke of York, whom he hosted in his New York mansion in December 2010. In addition to his private island called Little St. James Island off of St. Thomas in the U.S. Virgin Islands, Epstein owns a 50,000-square-foot (4,600 m2) townhouse in Manhattan that was formerly owned by Les Wexner. The townhouse is reported to be the largest private residence in Manhattan. He also owns a villa in Palm Beach, Florida, an apartment in Paris, France and a 10,000-acre ranch including a 26,700-square-foot hilltop mansion in Stanley, New Mexico, south of Santa Fe. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001564 EFTA_00015038 EFTA00165816