EFTA00169634.pdf

Deutsche Bank Private Wealth Management Corporate Account Authorization and Terms and Conditions Officer's Certificate rate LAC c, N. 7.7:--.414, of Southern Trust Company, Inc Account Number: . the duty defied and acting (the "Corporation, hereby certify that: (1) The follow:xi resolutions were adopted by unanimous consent of the Board of Directors of the Corporation on the day of T.A1 . c)-o13 : RESOLVED. that any wean designated by the Pres of the Corporation we authorized on behalf of the Corporation to: (A) Open and maintain one or more brokerage accouM(s) for and in the name of the Corporation at Deutsche Bank Securities Inc (referred to herein as "Dew) (including any successor thereof); (B) Deposit, deliver, ashen, Withdraw and transfer funds, instniments and securities of any type (C) Sell any securities owned by the CrapOletern; (O) Buy any sectsities in a cash account and (El Buy, sal and sell securities (inducing put and call options) short in a margin account; and (DELETE (E) IF INAPPLICABLE) (F) Execute all documents, and exercise and dtect the exercise of all duties, rights, and powers. and take all actions necessary or appropriate to perform the powers onurneratodabove. FURTHER RESOLVED, that the eV etc % - of the Corporation shall certify in writing any changes in the powers. office or identity of those persons authorized to perform the powers enumerated above. DBSI may rely upon any sudi certificate of authority furnished by the Corporation until written certification of any change in authority shall have been received by DEISI. My pest 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 prernously 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 the Corporation held by any person so empowered. Any officer of the Corporation a hereby authorized to certify these resolutions to whom it may concern. (2) Each of the following are authorized to perform the powers enumerated n the foregoing resolutions and by signing his or her name in this section 2 agrees on behalf of the Corporation to the Tams and Conditions attached hereto: (List name and corporate position) Name Position Name Potation Signature Name Position Signature Signature Deutsche Bart Securities Inc., subsidiary of Deutsche Bank AG. conducts Investment banking and securities actMtles n the United States. OSPWM-0186 Corp Aral Auth & T&C 102112) CORP 006420-022212 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) alUAlai037 EFTA_000 19907 EFTA00169634 (3) The Corporation is duly organized and existing under the laws of the State of 104.0S. has the powers to take tho actions authorized by the resolutions certified harem. (4) No action has been taken to rescind or amend said resolutions. and they are now in full force and offset. 01 No one other than the Corporation shall have any interest many account opened and maintained in the name of the Corporation. (6) THE TERMS AND CONDITIONS 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 ugsu.• • , Ca dey of 37, LI. Signature of Certifying Officer Arlie tr.. V. Name of Certifying Officer traltandi Corporate Trtie of Certifying Officer Pease note A second candying officer must sign rf the first certifying officer is one of the persons listed in section 2. o 1,3 Signature of Second Certifying Officer Name of Second Certifying Officer Corporate Title of Second Certifying Officer IF THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STATES. THE CLIENT MUST COMPUTE AND RETURN A FORM W43 ALONG WITH THIS OFFICERS CERTIFICATE. 09-PWM43186 Corp Aect Auth &I &C 102112) CORP 00642g-022212 CONFIDENTIAL - PURSUANT TO FED. R GRIM. P. 6(e) VilktR.9.;:1038 EFTA_000 19908 EFTA00169635 • ARTICI.S.S.OF INCORPORATION OF FINANCIAL INFOMATICS, Wc, the undersigned, for die purposes of associating to establish a corporation for the transaction cif the business and the promotion and attiduct of the objects and purpökes hereinafter stated, under the provisions and subject to the requireinents: of the. laws of the Virgin Islands of the United States (hereinaftei: ailed the "Virgin Islands"),and partieulady the (km& Corporntion Low of the Virgin Islands (Chapter:I/ride 13, Virgin Islands Code), as tbc same may be amended .front. time ra tittle, do make and file thew :Articles of Incorporation in wring:land do certify: f\R-Tiele13.1 The name of thetorponnion (hereinafter referral to as the "Corporation") i+ FirmittintInfomaties, Inc. The principal office: of die Corporation in the Virgin Islands is located at 9160 Ilavensight, Port of Sale, Suite 15.16, St. Thomas, Virljn Islands, 008112. and 430 nattre of the resident agent af the Corponition'is Kellerhals Ferguson LIP, whose mailing address is 9100 liaVensight, Port of Sale, Suite 15.14,54 77tnmas, U.S. Virgin Islands 00802, and whose physical address 9100, blavensight, Port of kils,. Suite f5-16, St Thomas-, 11.5. Virgin Islands. Annals" Without knitting in any manner ,the scope and geniality of the allowable functions of the Cormation, it is hemby provided that the Corporation shall have the following purposes, objects and powers: (1) To engage in any lawfid business in the United States Virgin Islands. . . (2) To enter into and carry out any contracts foror in relation to the foregoing brnineas wirkany moon, lion, association, corporation, or government or governmental agency. -(3) lb conduct Its business in the United States Virgin Islands and to have office* wittrin,die States Virgin islands. • (4) To bonow arniise money to any ainounfixamirted by law by 'the sale or isairanceoferbligaiions of any kind, to guarantee loans, other types of indebtedness and financing obligations, and to secure the foregoing by mattgages-nr other liens upon any and all of the property of every kind of thc.Corporation, (5) TO do all and everything neecruary, suitable and proper :for the accomplishment. of any of die:puma:es of die attainment of any of the. objects ur the exercise of any of the (*mew herein set forth, either alone or in connection with other firms, inchviduals, associations or corporations in the Virgin islands andidicwhern in the. United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out of or connected with the said bitsincst, purposes, :objects and powers of any part thereof not inconsistent with the laws of the Virgin Islands, and to exercise any and all powas now or hereafter conferred by law :on business corporations whether expressly enumerated herein or flat Che pulpOSCN objects and powers specified in this Article' shall not be limited or latticed by-reference to the tenets of any other sidxliviaion or of any other article of these Articles of Incorporation. ‘`'.<1 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) iMis9-0039 EFTA_00019909 EFTA00169636 ARTICLEJY The mtal number of shams Ord classes of stock that the Corpration is authorized to issue is Ten Thousand (10,00(l) shin= of conmum stock at .10.1 partake; no preferred stack authorized. ilie minitaum amount of capital with which the Corporation will commence business ire Ode Thousand Dollars ($1,000). ARTICLE V. 'the names and places or Science of each of the persons Corning the Corporation are as follows: NA_W3 link* A. Kellerhals Gregory J. Ferguson Brett .Geruy The CotortitiOn is to have perpetual qicistenee. RESWDBNCJ ARTICI.E br_LICLE For the management ofthehusiness ark! for the conduct of the affairs of the Corporation, and Mural= creation, definition, limitation and regulation orthe powers of the Corpuratioo and of iti ditectorsaml • stockholders, it is further provided: • (1) The number of directors of the Corporation shall be fixed by, of in the manner.:pro:kjed irohe by-kiwis, but in no case shall the numbct Tic fewer than three (3). The .diveinna geld not Be stikkholders. •.;• • (2) In funherauec and not in limitation of the powers conferred by thelaws the.Virkii islands, and subject at all times to the provisions thereof, the Bbard.of Directors in expressly authorized and empowered: (a) To make, adopi mid amend the.hplaws of the Corporation, whims to the:powers of the stockholders to alter, repeal or modify the bylaws adopted by the Board of Directors. TO authorize and issue obligations, f the Corpotatirk, seemed and unscented, to include therein such provisions as to redettnability, convertibility or otherwise, ors the Board of Directors in its sole discretion may detemine, and to authorize the mortgayjng or pledging of and to authorize mut cause to he eitecuied mortgages and kids upon any properly of the Ciaporaiiith, real or peacoat, including after acquired property. (c)- to determine whether any and, if any, what part of die net profits. of die Corpoot. non or of its not assent in .excess of its capita! shall be declared in dividends and paid to the siockholders, and to direct and determine the use and disposition thereof. 2 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) taesSco. EFTA_00019910 EFTA00169637 (d) To scr apart a ATiCtVe or reserves, and toabolish such reSent or reserves, or to make such other provisions, if any, as die Board of Directors may dean necessary or advisithk for working, capital, for additions, improvements and betterments to plant and equipment, hot expansion of the business of the Corporation (including the acquisition of rend and personal property for this purpose) and Tot any other purpose of the Corporation. (0 (g) To establish bonus, profit-sharing, pension, thrift and other types. of incentive, compensation or retirement plans for the officers and employees (including officers and employees who arc also lliteCtOtS) of the Corporation, and to fix the amouni of profits to be distributed or shared at contributed and the amounts of the Corporation's funds or otherwise to be devoted thereto, and to determine the posons to panicipathin any such plans and the amounts of their respective participations. To issue or grant options for the purchase of, shares of stock of the Corporation to officers and employees (including officers and employees who are also directors) of the Corporation and onsuch terms and conditions as the Board of Ditectors may from time to time deterruine. To enter into contracts for the inanagemerit of the business of the Corporation for terms not exceeding liVe. (5) yens. To exercise all the ?await of the Corporation,.except such as are conferred by law, or by these Ankles of locommation or by the by-laws .of the Corporation upon the stockholders. To issue such classes of stock and. series within any class of stock with such value and voting powers and with such designaticans preferences and retative, particir;notig, optional or other special rights, and qualifteations,bmitations or restrictions tIttiormOia is stated in the resolution or resolutions providing for the issue of such stock adtittethby the Board of Directors and duly filed with the office of the Li. Governor of the Vitgp Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be amended from time to time. ARTICLE VIII nr tr. No stockholder shall sell, convey, assign or otheovise transfer any of his artier shares of stock without first offering the same to the Corporation at the lowest price at which the stockholder is willing to dispose of, the same; and the Corporation shaU have thirty (30) days within whiclato accept same; the Corporation shall notify the stockholder of its election.in writing. If accepted by the Corporatimi, the strickholder shall promptly assign the shares of stock to the Camarillo'', andthe Corporation Shall promptly pay therefor. If the Corporation rejects the offer, then the stockholder:shall offer the stock to the remaining stockholders under the some terms as offered to the Corporation; and the remaining stockholders shall have thirty (30) days within which to collectively or individually accept the same in x ritinp,. If the remaining stockholders miter /he offer, then the stockholder shall have the rightto sell the stock at the sane or a greater price than that aywhiclrit was offered ti the Corporation. if the stockholder shall desire to sell. the stock at a lesser price than that originally quoted to the Corporation, the stockholdecinust then repeat the prof= of offering the stock for sale to the (;otporation and the .stockholders. in turn. Shares of stOckin this (:otporation shall not be transferred or soled until the sale or transfer has been reported to the Boandof Directors and approved bythem. 3 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) l' li (AtagM1041 EFFA_00019911 EFTA00169638 No stockholder shall pledge as emitter:II for indebtedness any shares of stock without first obtaining the written consent of a majority of the disinterested membed of the Board of Directors of the Craporation. ARTICLE IX At all elections °Edina:tors, each stockholder shall he entitled to as. many votes As shall equal The number of votes dun- (except fur such pnwision as to cumulative voting) the stockholder would he entitled to cast for the election of dirmtota with respect to his or her shares of stock moltiplicd by the number of directors pi he elected. Thystocklioliter may cast all ?cum for a single director or disnibutg them ainting any two Or more of them as he or she may sec fit. At lent ten (10) days notice shall be given, however, flie Shareholders are entitle to waive notice of the, meeting as providal by taw. Puttbennom the meeting and vote of stockholdent may he dispensed with, if all of the stnckhokfers who Wookl have:been entitled to vote inihn the action if such meeting were held, shall consent in writing to such cutporateaction being taken. Subject to the proviitions of Section 71, Title 13, Virgin Islands Code, the Corporation. may enter into contracts of otherwise transact. business with one or more of its directors or OfTIOCISk or with any firm or. association of which one. or more of its directors or offices arc reeMbets or employees, or with any other corporation or association-of which. one or more of us directors or officers arc stbelt:Wders, directors, officeer, or employees, and no such contract or transaction shall beinvafirlated at in any way affected by the fact that such director or directors or officer or officers have or may have immesh( therein that are ormight 1* adverse to the interests of the Corporation even though the vote of !the director or directors having such adverse interest Is necesteny to obligate the Corpotationontauch.contract.or transktion,pmvidecl that in any such case the fact of sash interest shall be disclosed or known to the directors or stockholders acting on or in tefetrAce to .such contratt or transaction. No diteerotor directors.nr officer or officers having such disclosed or known adce%interest shall be liable to the Corporation or to any stockholder. or creditor thereof or to any other Nowa:got any loss incurred by it under or by tenon Of any such contracpor transaction, nor shall any such ditditoss or officer or Officers be actorintairk for any gains or profits .realived thereon. The proyisitisks?of thlilArticle shall not be construed to invalidate or in any way affect any contract or tiansaction that woukkiirliemisete. valid • under law. • Arna.E • (a) The torporstrion shall indemnify any person who was or is a !tiny ocis threatened to be ma de a party to any. threatened, pending, or completed action, suit, or proceeding,. whether civil, criminal, adtninistrative, or irWeittigative (other than an 'nation by or in the right of the Corporation) by reason of the fact that he or she is. or was a director, officer, employee, or agent of the Corporation, or is or wits serving at the request of the. Corporation as a director, Officer, employee, or agent of another corporation, partnership,. joint nature, tout, or otheternerptise, against cspensa (mauling attorney's fees), judgments, fines, and amonnts paid. inseubanent actually and nursonahly incorrect by him or her in connection with. such =Thin, suit, or proceeding if: (1) he or she acted (A) in good faith and (B) in a manner reasonably !reneged to be in or not opposed to the brat interests of the Cimmnition: and, (2) with copra to any criminal action °cynic:ceding, he or she had no reasonable cause to believe his or her conduct WAS unlawful.. 4 CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) iflaffl3)6042 EFTA_00019912 EFTA00169639 ('0 The termination of any action, suit, or proCeeding by judgment order, settlement, conviction, or upon a plea of nolo contendere or ha equivalent, shall not, of itself create a presumption that the person did not stet in gixid faith And in a mannerwhich he or sheireammably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, bad reasonablecause to believe that his conduct was unlawful. (b) Corporation Shall indemnify any person who was or is a patty or is threatened to be made a party to any threatened, pcndingror completed action. or suit by or in the right of the officer, employee, or agent of the Corporation, or is or was serving st the request of the venture, trust, or other- enterprise against expenses (including attorney's fees) actnally and reasonably incurred by him or her in connection with the defense or.settlement of such action or suit if he or she acted: • (1) (2) in good faith; and in a manner he or she reasonably believed to be in or not opposed to the but interests of the Corporation: However, no indemnification shall be made in respect of any claim, issue, Of. Motet as to which such parson shall have beenadjudged to he liable for negligence or misconduct in.thc performance .of his or her duty M• the Corporation unletetand only to the extent that the court in which such action-or suit is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the easel such person is fairly and -Minimal* entitled to indemnity fot such expenses which the court shall' deem proper. (c) To. the extent that a director; officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding-referred to in subparagraphs (a) and 00, or in defense of any Claim, issue, or matter therin, he at she shall be indemnified agaiiisi expenses (including attorneys' fees) actually and reasonably incurred by him or hair connection therewith. Any indemnification under subparagraphs (a) and (b). (unless orderedby a cowl shall be:sude by the Corporation only as authorized in the specific cue upon a determination that he or she, had met the applicable standard of conduct set forth in subparagniphs (a) mud (b). Such ricterminatinn shall be made: • z. (I) by the bond of dirccttas by n majority vote of ti quorum consisting or directors .who were not parties to-such action, suit, or proceeding; or (2) if such. a quorum is not obtainable, or even if obtainable a quorum-of disinterested directors.so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. (e) Expenses incurred in defeating a civilor criminal action, suit, or-ptoceeding may be paid by the Corporation in'advtince of the final disposition of such action, suit, or proceeding as authotixed by the board of directors in -the specific case upon receipt of an' undertaking by or on behalf of the director, offices, employee, or agent to repay such amounts unless it shall ultimately be determined that he or she is entitled to he indonniticd by the Co tpenttion as authorized in this article. (0 lire indemnification provided by this Article thilll:not be deemed exclusive of any billet rights to which those seeking indemnification may be entitled Under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to Action in his or her official capacity and as to action in another capacity while holding such office, and-shall continue as to a person who has ceased to be a is CONFIDENTIAL — PURSUANT TO FED. R. GRIM. P. 6(e) -6135(131A9 " I4043 EFTA_00019913 EFTA00169640 t director, officer, employee, or agent and shall Moth to the benefit of the heirs, executory and administrators of such pawn). (j The Corporation shall have power future/taw and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or waseerving at the request of the Corporation as a director, officer, employee, or agent of another corponation, partnership, joint venture, irusti or other enterprise against any lability asserted against hint or her and incurred by him or her in any such capacity, or arising out ofhis or ha slams as such, whether or not the Corporation -would have the power to indemnify him inlet against. such liability tinder dui provisions of this Article. The. Corporation reserves the right to amend, alter or reixsd any of the proyisions of these Articles of Incorporation and to add or insert other provisions authroised by the laws of the Virgin Islands in the manner and at the time prescribed by said laws, and all tights at any dm conferred upon the Board of Directors and the stockholders by duste A tricks of Incorporation are granted subject to the provisions of this Article. lisignantre: page follows] 6 CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) &A4\ 93)&1044 EFTA_00019914 EFTA00169641 IN WITNESS WHEREOF, svit htwe beltway subscribed our nadirs this 17.1h day of November, 2011. Eiiko A. KellnitOs, I .tot y . • ••••• Crrefioryj, Petsuso , Ipcotponttor ( :::::1)A? • ‘.1*-- '');" Brett (.16try, Incorporator A TERRTFORY OF THE UNITED STATES VIRGIN ISLANDS ) DISIRICT OF ST. THOMAS AND ST. JOHN The Lim:going insttaincist was acknowkdgod before me this rah thy of N•ayrt, 2011, by Eruct A. Kellethols, Gregory J. Fiirguson, anti Brett Geary.. - • ••• GINA MARE BRYAN NOTARY PIXIIIIGNP 069-00 COMMISSION EXPIRES 09/28/2018 at THOMAS/Bt JOHN. USVI n. 1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) gA903)%q 045 EFTA_00019915 EFTA00169642 Mt USW SIAM VIRGIN MANIA OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens Go& , 1105 King Sheet 010(1011e Armin, Virgin Islands 00802 Christionsloct virgin Islands 0082O Phone - 340./76.8515 Phone • 340.//3.6449 Fax - 340.776.4612 Fox - 340 773.0330 June 25. 2013 CERTIFICATION OF GOOD STANDING This is to certify that the corporation known as SOUTHERN TRUST COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMBER 8, 2011 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standing. DJ/gg enise Johannes Director, Division of Corporation and Trademarks CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DSS94-N8q046 EFTA_00019916 EFTA00169643 GOVERHitflEINIT OF THE VILIGM ISLANDS Olg 'e HIE UNITED STATES CHARLOTTE ØitI.AFYE, ST. 71-20MAS, 190 00802 Cio gal to Whom fl oe fflresemss &halt Come: I the undersigned, 1.11.1 ITNNA (1OVFACNOR, IX) hereby eei lilies that FINANCIAL INF6IZMATICS, INC:. Business Corporation of the Virginislands liled in my office on November IS, 201 I its provided tot 11 .)aw. Articles of Incorporation, duly ;ieknow WI 11.:KF, FORE the persons named in :mid Articles, and who have signed the same, und their successors. are beieby declared Ill from the late aforesaid, zt Din:Mess Corporation by the name told for the pur0oses set t'orth in %Hid Altides, Willi the right tit succession as therein slimmed. 4 . t , •,5 . Wittni;ss.ity,-band ,zind the se d' of the Government bf "the (71., ,.. , Virg ,in Islands of the I !tined States. at Charlotte Amalie, tit. . 1 honors. this Silt dav Of 1)eeentbet . 2011 ilfltient FRAHeIS v l ientenani ernor of the Virgil.' Islands • =sinec..c- isnermnucz.vat , ! CONFIDENTIAL - PURSUANT TO FED. R GRIM. P. 6(e) aat»1047 EFTA_008 199 17 EFTA00169644 gia moDRPARINSNT OF TH8 TREASURY ILIJ1N/221.44L RRVENUE SBAInCli erN(INNATI 014 45999-0021 • ...°;) \ NO‘'•0 Data of thid notice( 02-14-2012 E. to r IdelittheiktionNumbial 44,4- \a.. Form: SS-4 NUmbrir of thin notice( C? Sid A FINANCIAL. INFOMATTCS INC 9108HASENSIGHT IS 16 RT TRONA& VI 00802 O FOOPplatenceryoumay call us at; 1-800-829-A933 IF YOU WRITS, AllACHTHR STUD AT THE ENrwOF THIS NOTICE', WE ASSIGNED YOU AN RXPLOYER IDENTIFICATION NUMBER Shank you for, applying for an Employer Identification Number (BIN). We dasignml you MIN 66-0779861, This SIN will identify you, your business accounts, tax returns, and documents, even if you hove no maple/yews. Please keep thin notice in your permanent records. When filing tax docunenCa, payments, pod -related correspondence, it is very Y inPortant that you use your RCN and complete wee and addeese exactly as shown above, hny variation say cause a delay in processing, result in incorrect information in your account, or even cause you to be asaigned more than one SIN. If the information is not correct as oilcan above, please make the correction using the attached tear aft stub and return it to us. Rased on the information received. free you. or yinir representative, you must fild the'Collowing form(s) by the dett(e) shown. Form 94188 01/31/2013 Form 1120 03/15/2012 If you have gueatiOne about the formia) or the due date(n) shown, yoll can call ua at the phone number or write to us at the addrime shown at the top of this notice. If you.. • need help in determining your annual accounting period (fax.year), sow -Publication 530, Accounting Perioda and Methods. We assigned you a tax clansification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding an the IRS. If YOu want a legal determination of your tax classification, you may roquent a private letter ruling from the TRS under the guideltnws in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (Or superseding Revanun Procedure .for the year at testa). Rote: Certain tax classification elections can be renuested by filing Fore 0832, Rdtity Classification Mention. Soo Form 8632 and ita instructions far additional information. IMPORTANT. INFORMATION FOR C OORVoRATION 81,BOTIONI It you intend to elect to file your return as n business corporations an election to tile a Form 1120-S must' bexedo within certaintimerawne and the • corporation allot teat Sartain toots. All of tSis information is included in the instruction° for'Sorm 2553, Election by a Som11 Business CorpOration. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) laSIMS048 EFTA_00019918 EFTA00169645 M€6,0a.sgl GOVERNMENT 49.E THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE, ST. THOMAS, VI Q0802 To Whom These Presents Shall Come: 1, the Undersigned, LIEUTENANT GOVERNOR, do hereby certify that aNANCIAL INFOMATIM a Virgin Islands corporation, filed in the Office of the Lieutenant Governor on September 21:2012 as prnvidettfor by law, Certificate of Amendment.AiticteY of incorporation, duly acknowledged; changing its name to SQUTHERNI.RUST CONIPANY. INC, WHEREFORE the said Amendment Is hereby declared to have been duly reeordea in this office on the aforesaid and to be in full force and effect from that date. Witness my hand . and the seal of the Government of the United States Virgin Islands, at Charlotte Amalie, this 31" day of October, A.D.. 2012. P" e:=5.) ' GRAY R. FRANCIS, Lieutenant Governor of the Virgin Islands CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) DBS~M' " .1049 EFTA_00019919 EFTA00169646 5049 Kongens Code Charlotte Arndt°. Virgin Islands 00802 Phone • 340.776.8515 • Fox - 340.776.4612 AVI at TLIL llia 1.1) MANS VIRGN ISLANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS June 25, 2013 CERTIFICATION OF GOOD STANDING 1105 King Street chlistkinsted..Virgin Wands 00820 Phone 340.7/3.6449 Fax- 340.773.0330 This is to certify that the corporation known as SOUTHERN TRUST COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMBER 8, 2011 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standing. enise Johannes Director, Division of Corporation and Trademarks CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) IIMMIP-NR050 EFTA_000 19920 EFTA00169647 CONSENT OF THE BOARD OP DIRECTORS OF SOUTHERN TRUST COMPANY, INC. . . The undersigned, being all of the Directors of Scaithem Trust Company, Inc.., a U.S. Virgin Islands Corporation ("the Corporation"),. hereby certify. that Old following resolutions:saere unanimously adopted and entered into by the Board of Directors on the 19th day of March 2013. • WTINESSETH: • WHEREAS, the Corporation is a corporation organized arid existing under ,the knvs of the U.S.' Virgin Islands; WHEREAS, the Board of Directors is of die date of ilia Consent are its follovis: 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 lien of a meeting of the Board .of Directors in accordance with the General • Corporation Latv of the United States Virgin Isiandi (the "GCT.."). and waive any notice to be given in connection with the Meeting pursuant to the GC.14: • WHEREAS, Financial Trust Company, Inc., a, 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 ItJands ("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. Epsteih ("Epstein"), to 'transfer and diittibute to Epstein all of the issued and outstanding sharei of Jeepers, free and clear of all liens, claims and encumbrances (the "Deepen Interest"), such that-Epstein shall become the:sole shareholder of Jewett; . WHEREAS, Epstein is also .the sole shareholder of Corporation; WHEREAS, the Corporation it the sole member of Souther Financial, LLC, a United States Virgin Islands limited Lability company organized on February 25, 2013 ("SF"); and .• • WHEREAS, the Board of Directors of FTC has detettoined that it is in the best interest of FTC and its . sole shareholder to map pTC into SF[upOtt the completion of which ,merger SF 'shall be the . surviving entity of said meager' (the "Merges); CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) • '67tibtS,81.1051 EFTA_00019921 EFTA00169648 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 annexed as 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 Mergei Agreement, Epstein is to surrender for cancellation ten thousand (10,000) shares of the' ommon Stock of. FTC, representing all of the issued and outstanding shares of.FTC's Common Stock and all such issued and. outstanding shares held by.Epstein,aid in consideration of FTC's merger with and into SF, the wholly owned subsidiary oldie Corporation, and the transfer of all of FTC's linets to SF by operation of law as a result.of such Merger, the Corporation is to issue an additionalten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the"Additional Shuts"); . WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the bat interests of the Corporation and of Epstein, as the sole shareholder of the Corporation, that the Merger be consummated upon, in accordance with, and subject to the provisions of the Merger Agreement, and that in connection therewith, the CorpOration issue the Additional Shares to Epstein; NOW THEREFORE BE IT: RESOLVED, that, after consummation by Fit of its issuance to EPstein of the Jeepeis Intera; the Mager, upon, in accordance with, andsubject to, the, terms and.conditions of the Merger Agreement, be and it is hereby autheirized.and•approved. RESOLVED, that it is intended that the Merg4r qualify as a tax-free reorganization under section 36B(a)(I)(A) of the Internal Revenue Code; RESOLVED, that the .form and provisions of the Merger Agreement, be and they hereby arc adopted and approved; . • . RESOLVED, in connection with the Mager aid pursuant. to the provisiOnt of the Merger Agreenient; the Collimation issue the Additional Shit* to JE.. RESOLVED, that, the President of the Corporationbe, and he hereby is, authorized, empowered • and directed, for and on behalf of the Corporation, to execute and deliver the Merger Agreement, and to . execute and (de with:the Office of the lieutenant Crovanot of the United States Virgin Islands Ankles of Merger in form and substance that has been approved by legal counsel to the Corporation at being compliant with the requirements of the GC.1..and necessary orappropriaM in order to effectuate Merger in accordance with the piovisions of the Merger Agreement; and.' . . • . . RESOLVED, that the oftwers-of the Coiporation be, and each of them hereby is,.authorized, empowered and direCted, fort* onthelailf of the Corporation, to execute and deliver all such:agreements, documents and instruments, to pay. all such costs, fees and expenses, and take all tech other action as such officer deems necessary or advisable in order to conswiunatc the Mergerin accordance with the provisions . of the Merger Agreement. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) SWARM EFTA_000 19922 EFTA00169649 This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the undersigned has executed this Resolution as the directors of Financial Trust Company, Inc., on this 19th day of March, 2013. tc tQugt, Darren K. Indyke ( CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) taNUIPA 053 EFTA_000 19923 EFTA00169650 CONSENT OF THE BOARD OF DIRECTORS OF FINANCIAL INFOMATICS, INC. The undersigned, being all of the Directors of Financial Infomatics, Inc., a U.S. Virgin Islands Corporation ("the• Corporation"), hereby certify that the following resolutions were unanimously adopted and entered into by the Board of Directors on the 18' day of November, 201 I 201 L • • WITNESSETH: WHEREAS, the Corporation is a corporation organized and existing under the laws of the C.S. Virgin Islands; and WHEREAS, the Corporation was duly formed in the United States Virgin Islands on NM-ember 18,2011; and WHEREAS; the Board of .DitectOrs as of the date of this Consent are as' follows: Jeffrey Epsteip Darren lndyke ' Richard 'Kahn • • . • , WHEREAS, the undersigned, being all of the directors of Financial 1nfomatics, Inc:, consent to the taking of the following actions in lieu of a meeting of the Board of Directors in accordance with the corporation lay.rs of the United States Virgin Islands and waive any notice to be given in connection with the meeting pursuant to the corporation laws of United States Virgin Islands; and WHEREAS, this corporation is autheiiaed, Mits. articles of incorporation, to issue an aggregate of 10,000 share's of siock of the par value of $.01 per share;•and WHEREAS, a depository shall be established for the funds of the corporation and those :who are authorized to do so may withdraw them on behalf of thecorpol-ation; and NOW THEREFORE BE IT: RESOLVED, that all actions taken by the incorporators of the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of, the same hereby is, an all respects, ratified, adOpted and approved; and n is further ' • RESOLVED, that the officers of the Corporation shall include a President, and may include one or more. Vice presidents, a Secretary and a Treasurer; and it is limber. RESOLVED, that each olthe• following persons is hereby appOinted and elected to the offiee'set forth opposite his name beldw to serve as such in.acerorclince with the provisions:0i the By-.1.aw: of the % • CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) %Ma/4054 E FTA_000 19924 EFTA00169651 'Corporation until the next meeting of directors of the:Comoration immediately following the' next annual meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified: Jeffrey Epstein, President Darren Indyke, Vice President and Secretary Richard Kahn, Treasurer And it is further RESOLVED, thank* officers of the. Corporation be, and each of them hereby is authorized, empowered and diiected to produce all books of account, stock books and other materials and supplies necessary or appropriate in connection with maintaining the records and conducung the business of the Corporation; and to pay all costs and expenses and to make hill reimbursement for all expendithres made in connection with the organization of the.Corporation; and it is further RESOLVED, that the specinnen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock.), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be and the, same hereby is; approved and adopted, and the President, the Vicc President, the Secretary and/or any other officers authorized by the .By-laws of the Corporation be,and each of them hereby is, authorized to issue certificates in such form for shares of fully paid and non- assessable Comnidn Stock when the issuance thereof is duly authorized by the licard of Directors of the Corporation; and it is further • RESOLVED, that the Corporation accept thc.subacription of Jeffrey P.. psrein for 10,001) Antes of Common Stock, upon the rams and conditions contained in the subscription agreement; dared as of November 18; 2011 of Jeffrey E. Epstein, a. copy, of Which shall.be filed with the official records of the Corporation; and it is further RESOLVED, that the Vice President and the:Treasurer of the Corporation be, and each of them hereby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey E Epstein, a certificate for 1O000 shares of the Common Stock; and it is further RESOLVED, that all of the 10,000 shares of the C0namon Stockasauthoriact3 for issuance by•the. unmechately preceding resaution Shall bc in ally respects, when issued as aforesaid, validly issued, fully paid and non-assessable; and it is further RESOLVED, that the seal, an impression of which appears in-the margin of this Consent, be, and the same hereby is'adopted as the seal of the Corporation; and is further RF.SOLVED, that the corporate record book and the stock transfer ledger thereof, be'and each of the same hereby is, adopted as the record book and stock transfer ledger, respectively, of the Corporation; ' and it is further RESOLVED, that, with respect to the opening, maintaining and closing of bank accounts of the Corporation, the President, any Vice President, the Treasurer and the Secretary of the Corporation, be, and each of them hereby is, authorized as follows: CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 161490-N1AM EFTA_000 19925 EFTA00169652 I.. To designate one or morcbanks, trust companies or other similarinsnuitions as depositories of the funds, 'deluding, without limitation, cash and eish equivalents, of the Corporation; 1 To opcn, keep and ,close general and sPecial hank accounts, including general deposit accounts, ' paytolraccounti and working fund 'account& with any such depository; • 3. To cause to be deposited in such accounts with any such depository, from rune 'to time such funds, .including, without limitation, cash !land cash equivalents, of 'IlicCorptication, 25 such officerS deem necessary or advisable, and to designate or change the designation of the officer or officeri and agents of the Corporation who will be atithorized to make such deposits•and to endorse•such checks, drafts or other instruments frit .suCh deposits; • 4. From time to time to designate or change the designation of the officer or officers and agent or • agents:of the Corporation who will be authorized to sign or countersign checks, drafts or other owlets. for the' payments of money issued in the !name of the Corporation agaiost any funds deposited in such accounts, and to revoke any such designation, 5. To authorize the use of facSimile signatures for the signing or countersigning of checksedrafts or other orders for the payment.of money, and to.enter into such agreements as banks.and trust companies customarily require as a'conditioh for p'ermitting the use of facsimile signatures; • 6. To make such general and special rules and regulations with respect to such accounts,as they may deem necessary or achisable;.and 7 To complete, execute and/or certify any customary printed blank signature card forms in 'order to conveniently exercise the authority granted. by .this resolution and any resolutions thereon shall be deemed adopted as part hereof; and it is further RESOLVED, that the President or the Secretary of the Corporation be, and such officer hereby is, authorized to prepare 2nd certify as the resolutions of the Board of Directors, as if adopted vcibatimbv this Consent, any such.additional resolutions as any such depositorymayzcquireut connection with the opening of an account with such depository as authorized pursuant to the immediately preceding resu/ution, and that any such depository to which a copy of the imrriechately preceding. resolution and such additional resolutions, if any; have been certified shall he entitled to rely thereon for all purposes until it shall have received written notice of the revocation or athendmerit of such resolutions by. the Board of Directors; and . it is further . • . RESOLVED, that the fiscal year of this Corporation .shall begin the first day-of January in each year; and it is further RESOLVED, that for the purpose of authorizing the Corporation 'to do business in 'any state, territory or dependency olthe United States or any. foreign country in which it is necessary or expedient for the Corporation. to transact business,: the officers of the Corporation be, and each of" their hereby is, authorized' to appOint and, substitute all necessary agents or attorneys for senice of process, to designate and change the location of all necessary' offices of the Corporation, whether statutory or otherwise, and, under the seal of the Corp0ration, to make and file all necesiiry;certilthates, reports, poWers'of attorney and other instrumentsas may be required by'thc laws of such state; :territory; dependency or country to authorize the CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 6WIP-NR056 EFTA_000 19926 EFTA00169653 Corporation to transact business therein; and it is further RESOLVED, chat the officers of the Corporation be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further certificates; contracts, agreements, documents, instruments, instruments of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), including, without limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to carry our, comply with and effectuate the purposes and intent of the foregoing resolutions; and it is further RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the undersigned has executed this Resolution as the first directors of Financial Infornatics, Inc., on this 28t day of November, 2011. Richard Kahn, Director CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) aSSUM057 EFTA_000 19927 EFTA00169654 FINANCIAL INFQMATICS, INC. SUBSCRIPTION FOR COMMON STOCK The undersigned hereby subscribes for Ten Thousand (10,000) shares of the Common Stock, 5.01 par value, of Financial Mimi:tries, Inc., a United States Virgin islands corporation (the "Corporation"), she Certificate of Incorporation of which was tiled with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18* day of November, 2011, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the c orporation, 44." etiirs 15 O. F 0. per share in cash or by check made payabk to the Corporation, at which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dated as of November 18, 2011 Jeffrey E. tipst Subscriber for 10. of Common Stock, 5.01 Par Value Subscription Accepted As of November 18, 2011 FINANCIAL INFOMATICS, INC. By DarrenK. Indyke Vice President CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) iiWINN21111058 EFTA_000 19928 EFTA00169655 Ej Current Classification: (click here for help) Internal CIP failure rectification flj Jay Lipman to: Fran M Wickman 08/2612013 12:04 PM Sender Date Jay Lipman 08/26/201312:04 PM Fran M Wickman 08126(2013 12:08 PM Subject or F CIP failure rectification Ill Re: CIP failure Classification: For Internal use only Hi Fran, Please could you let me know if this document is sufficient for what we need? For Account: For Source of Wealth: Epstein began his financial career in 1976 as an options trader at Bear Steams and became a partneri at 1980. In 1982, Epstein founded his own financial management firm, J. Epstein & Co., managing the assets of clients with more than a billion in net worth. 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. All of his clients were anonymous except for the very wealthy businessman Leslie Wexner. His wealth has come from his days at Bear Steams and his financial management firms Kind Regards, Jay Lipman Jay Lipman Analyst I Markets Coverage Group Deutsche Bank Securities Inc Deutsche Asset & Wealth Management 345 Park Avenue • 26th Floor New York. NY 10154 CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) %%60%159 EFTA_000 19929 EFTA00169656