EFTA01282679

Deutsche Bank Private Wealth Management NAG N3F71_ Corporate Account Authorization and Terms and Conditions Officer's Certificate tre_c•-•.. 7 --Ati tie of SOUulliall Trust Company, Inc Account Number the duly elected and acting (the "Corporation') hereby certify that: 1,N-40 1341k 4 (21 (11 The following resolutions were adopted by unanimous consent of the Board of Directors of the Corporation on the of Tom(/ . at, 13 Rees: Act. 1— RESOLVED, that any persons designated by the day of the Corporation are authorized on behalf of the Corporation to: (A) Open and maintain one or more brokerage accounts) for and in the name of the Corporation at Deutsche Bank Securities Inc. (referred to herein as "DEISr I (incluchng any successor thereof): (B) Deposit, deliver, assign, withdraw and transfer funds, instniments and securities of any type; (CI Sall any securities owned by the Corporation; (D) Buy any securities in a cash account and (E) Buy. sal end sell secunOes (including put and call options) short in a margin account; and (DELETE (El IF INAPPLICABLE) (F) Execute all docuntents, and exercise and direct the exercise of all duties, nghts, and powers, and take all actions necessary or appropriate to perform the powers erranerated above. FURTHER RESOLVED, that the Pire--5.1 of the Caporatron shall certify in writing any changes in the powers, office or identity of those persons authorized to perform the powers enumerated above. OBSI may rely upon any such certificate of authority furnished by the Corporation unti written certification of any change in authority shall have been received by MST Any past action in accordance with this resolution is hereby ratified and conformed. The powers enumerated above Pertain to securities of any type now or hereafter held by the Corporation in its own nght or in any fiduciary capacity. Powers previously certified by the Corporation shall not be effected 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 office of the Corporation is hereby authorized to certify these resolutions to whom it may concern. (2) Each of the following we 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 and corporate position) Name Position Signature Name Petition Signature Name Position Signature Deutsche Bank Securities Inc.. a subsidiary of Deutsche Bank AG, conducts investment banking and securinee actMtles In the United States. eau I satiawm-0188 Corp Ma Auth & Tata:IV:12100RP 008420-022212 CONFIDENTIAL SDNY_GM_00038213 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-OO01037 EFTA_00148822 EFTA01282679 (3) The Corporation is duly organized and existing under the laws of the State of 44 OS. Writ Hi I titailld has the powers to take the actions authorized by the resolutions certified hereon. (4) No action has been taken to rescind or amend said resolutions. and they are now in full force and effect. (5) No one other than the Corporation shall have any interest in any account opened and maintained in the name of the Corporation. (6I 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 e) day of 31 ir SfAL, 22. ' • :2 • • '• Signature of Certifying Officer V V. Name of Certifying Officer <C ire-Ca Inds Corporate Titie of Certifying Officer Pleast, note. A second certifying officer must sign if the first certifying officer is one of the persons listed in section 2. ?o/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 COMPLE LE ANT) RETURN A FORM W-8 ALONG WITH THIS OFFICER'S CERTIFICATE. 094.fif.'M -0186 Corp Acct Auth & 1&C 102112) CORP 0%420-022212 SDNY_GM_00038214 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001038 EFTA_00148823 EFTA01282680 •ARTICLES'OF INCORPORATION OF FINANCIAL INFOMATICS, INC. ,/ige-otie(z_ We, the undersigned, for the purposes of associating to establish a corporation for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions and subject to the ramirements of the. laws of the Virgin Islands of the United States (hereinafter called the "Virgin Islands"),and particularly the (lateral Corporation law of the Virgin Islands (Chapter1, Tide 13, Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of incorporation in writing and do certify: hattgellt The name of the 'Corporation (hereinafter referral kr as the "Corjxnution") is Pinturtialinfomaties, Inc. ARTICLUJI The principal office of the Cotpoation, in the Vitgin Islands is lot:gam 9100 Ilavensight, Vora of Salo, Suite 15.16, St. 'Morals, U.S., Virgin Islands, 00802. and the, name of the resident agent of the Constrained is Kelkrhals Ferguson LL P, whose mailing address is 9109 HaVensight, Pon of Sak., Suite 1.5-16,St. Thomas, Virgin Islands 00802, and whose physical address 9100 Havensight, Port of Sale,. Suite 15-16, Sr. Thomas. U.S. Virgin Islands. atinciala Without lathing in any manner the scope and generality of the allowable functions of dw CArrpgjyttion, it is hereby provided that the Corporation shall have the following purposes, objects and powers: (1) lb engage in any lawful business in the United States Virgin Islands. (2) To enter into and carry out any contracts firr .ori in relation to the foregoing business with .riny person, firm, association, eutporation, or goyenunent or governmartal agency. • .(3) To conduct its :business in the United State's Virgin Islands and. to have offices witdhin.ihe ti&vd States Virgin Islands. (4) To borrow °cruise antiney to any arbounrpermitted by law by The sale or isstranceolobligaiions of any kind, to guarantee loans, other types of indebtedness and financing obligations, and to secure the foregoing by mortgages-or other liens upon any and all of the property of every kind of the armor:ilium (5) To do all and evelything trecesany, suitable and proper •for. the accomplishment. of any of the purposes of the attainment of any of the objects or the exercise of any of the often; herein set forth, either alone or in connection witti other firms, mthviduals, associations of corporations in the Virgin islands and, eltiewhar 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 Misineste, purposes, objects and powers of any part thereof not inconsistent with the laws of the Virgin Islands, and to exercise- any and all powers.now or hereafter conferred by law on business corporations whether expressly enumerated herein or not, The purposes, objects and powers specified in this Anick shall nor be limited or restricted byreference to the terms of any other subdivision or of any other article of these Attie/es of Incorporation. ‘C.:‘ SDNY_GM_00038215 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001039 EFTA_00148824 EFTA01282681 AtaleiE13/ 11m total number of shares ofall classes of stock that the CMporation is authorized to issue ia Ten Thousand (10,000) stunts of common stock stiO.1 par value; no prefaced stock nenhorired. nit minimum amount of capital with which the Corporation will commence business is One Thousand Pollan: ($1,000). Arenax v The names and places of residence of each rifthePentons fonning the C99)(mitio» ake as follows: IyAØ RESIDZ,Negt link* A. Kellerhals Grigory J. Ferguson Brett .(;.eary The Corporation is.ca have perpetual existence. 21•1-19'llistate Camilla» St. Thomas, V.I. 00802 3141 Petanorg, St. Thomas, V.1. 00882 2-1113 Sh)osepli AcRissenchlil, St. "Ilunnas, V.I. 00802 A1~TICL& VI ARTICLE VII For the management °film:business and for the conduct of the affair's of the Corporadon, and in :further creation, definition, limitation. and regulation of the powers of the Corporation and of its directors aml • stockboklenvit is further provided: (I) The number of directors of the Corporation shall be fixed by, or in tInt manna:prokiPed'inktdre by-lavis, but in no ease shall the number he fewer than three (3). The direenint nebd riot he stockholders. • • " (2) In. furtherance and not in limitation of the powers: conferred by the laws of Me:Virtu Islands, and subject at all times to the provisions thereof, the Nerd. of Directors is expressly lir-nhorized and empowereth (a) (b) (c) Ter make, adopt and amend the hpkiws of the Corporation„ subject to the powers of die stockholders to alter, repeal or modify the by-laws adopted by the Board of pirectons. TO authorize and issue obligations, f the Corporation, secured and mrsectired, to include therein such provisions as to redeemability, convertibiliq or otherwise, the Board of Directors in ha sole discretion may determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be etecuied mortgages and beds upon any property of Mc Cmporafiun, rail ot personal, including:after acquired property. To determine whether any and, if riny, what part of die. net Keats. of the CorporMinn or of its net assets in 'excess of its capital shall Ix- declared in dividends and 'raid to the stockholders, and to direct and determine the use and disposition thercuE 2 CONFIDENTIAL SDNY_GM_00038216 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001040 EFTA_00148825 EFTA01282682 (d) 'lb set apart a reserve or reserves, and' to aboksh such reserve or reserves, or to make such other provisions, if any, as the Board of-Directors may deem necessary or advisahlc for working. arpinel, for additions, improvements and betterments to plant and equipment, for expansion of the business of the Corpotation (including the acquisition of real and personal property for this purpose) and for any other purpose of the Corporation. (e) (0 To establish bonus, profit-sharing, pension, thrift and othci types, of incentive, compensation or retirement plans for the officers and employees (includingI:fixers and employees who are also directors) of the Corporation, and to fix the amount of profits to be distributed or shared Dr contributed and the amounts of the Corporation's funds or otherwise to be devoted thereto, and to &rennin° the peaces to participate in any such plans and the amounts of their respective pattiapalitms• To issue or grant options for the purchase of, shares of stock of the Cotporation to tams and employees (including officers and employees who arc also directors) of the Corporation and on. such terms and conditions as the Board of Directors may from time teitimc determine. To enter into contracts for the management of the business of the Corporation for terms not exceeding five (5) years. To exercise all the plural of the Corporation, except such as ate conferred by law, or by these Ankles of incorporation or by the bylaws 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 desigmiticins, preferences and rotative, particip4mg, optional or other special rights, and qualifations,limitations or restrictions diet/tont" is stated in the resolution or resolutions providing fot the issue of such stock aditteri hiy :the Board of Directors and duly filed with the office of the b Governor-of the Virgin Islands in accordance with Sections 91 and 97:Chapter 13., Virgin Islands Code, as the same maybe amended from time m lime. AltTICLE No stockholder shall sell, convey, assign or °dm-cynic transfer any of his or her shares of stock without first offering the same to the Corporation at the lowest price at which the stockholder is willing to dispose of die same; and the Corporation shall have thirty (3.0) days within which: to accept same; the Corporation shall notify the stockholder of its electicin.in writing. if accepted by 'the Corporatkm, the stockholder shall promptly assign the shares of stock to the Ccuportition, aniiihe Corporation shall promptly pay therefor. if the Corporation rejects the offer, then the stockholder: shall offer the stock to the remaining stockholders into the same 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 Writing. If the remaining stockholders reject' the offer, then the stockholder shall have the right to sell the stack at file same Or 0 greater l © than that at which it was offered tai die Corporation. If the stockholder shall desire to 'sell. the stock at a lesser price than that originally quoted to die Corporation, the stuckholdertinust then repeat the process of offering the stock for sale to the Corporation and thestockholders in turn. Shams of stock in this Corporation *di not be transferred or sold until the sale or transfer has been reported to the Board.of Directors and approval lay then. 3 SDNY_GM_00038217 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001041 EFTA 00148826 EFTA01282683 No stockholder shall pledge as motet:al for indebtedness any shares of stock without first obtaining dm written consent of a majority of the disinterested members of the Board of Direemrs of the Corporation. ARTICLE IX At all elections of directors, each stockholder shall he entitled to as. many voles na shall ermal 'the number of votes that (except fur such provision :is to cumulative voting) the stockholder would be entitled to east lot din election of director with respect to his or her shares .of stock multiplied by the norther of: directors to be elected- Thestocklioltkr may cast all rotes for a single:director or disitil)mo them aiming any two or more of them As he o shO may see fn. At least ten (10) dayi notice alia0 be given, however shareholders are entitle to waive notice of the meeting as provided by law. 11urthennoto, the meeting and vote of stockholders may he dispensed with, if all of the stockholders who Nvottki 'pave:been entitled so vole itplin the action 'ranch meeting were held, shall consent in wthingto such empoottc .action being taken. Altilara Subject to the provisions of Section 71, Viagin.blianda Code, the Coiporationmay enter into contracts or otherwise transact business with one or more of its directors of officers, or with tiny firm of association of which one of more of its directors or officers ore members or employees, or with any other computation or association:of which one or 1111310 of its ditectom or-officers ate stockholders, directors, officers, or employees, and no such contract or transactkm shall be.invalidated Or in any way a'ffect'ed by the face that such director or directors or officer ur officers have or may have interest* therein that are or might he adverse to the interests of the Corporation even though the vote of :the director or directors having such adverse interest is necessary to obligate the Corporation.on such contractor transietion,•provided that in anysuch case the factolsuch interest shall be disclosed or known to the directors or stockhokiers acting on or in reference to such contract or transaction. No director or directors .or officer' or officers haying such disclosed or known advet%interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any. other Naafi:lot any loss incurred by it under or by talon of any such contract. or transaction, nor shall any such dirPor pR dittgloo or officer or officers be accountable for any gains or profitsrealized thereon. The provisitinErif ildiArticle shall not be construed to invalidate or in any way affect any contract or unnsactiOn that wouki/orlieMitebmvalid• under law. ARTICI-E. XZ (a) The Corporation shall indemnify any-person who was or is a patty tot is threatened to be nal& a party .any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an 'notion. by or in the right of the Corporatimi) by reason of the fact that he or she is. or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, Officer, employee, or agent of another corporation, partnershiprjoint NiCIILLIre, trust, or otter enterptise, againstmcpenses (including attorney% fees), judgments, fines, and amounts paid insettlinnent actually and naisomibly inclined by him or her in connection with such action, suit, or pmeettling (i) he or she 'toed (A) in good faith and 09 in a manner reasonably believed to be in or not opposed to the best interests of the Cinporadom and, with respect to any criminal action: or praceeding, hem she had no reasonable cause to believe Naar her conduct was unlawful. (2) 4 CONFIDENTIAL SDNY_GM_00038218 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001042 EFTA_00148827 EFTA01282684 The termination of any action, or proMedinw by judgment order, settlement, conviction, or. upon. a plea of nob contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she -reasonably believed to be in or not opposed to the best interests of the Corporation and, with. respect to any criminal action or proceeding, bad reasonable nose to believe that his conduct was unlawful. 04 The Corpontrion Shall indemnify any person, who was or is a patty or is threatened to be made a party (wally threatened, pending,. or completed action. or suit by or in the right of the officer. employee, or agent of the Corporation, or is or was serving at the request of the venture, trust, e‘tr other enterprise against expenses (including attorney's ices) actin lly and reasonably incurred by him or her in connection with the defense orsepletnent of such action or snit if he or she acted: (1) in good hatband (c) (2) in a manner he or she reasonably believed to be in or not opposed to the hest inreirsts (if the Corporation; However, no indemnification shall be made in resobt of any claim, bane, Or. matter as to which inch person.shall have beenadjudged to he liable for negligence Or misconduct m.theperforminite of hil or her duty to the Corporation uhlesand only in 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 case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. To. the extent that a ttirectorofficer, 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 (h), or in defense of any Claim, issue, or matter Merin, he or she shall be indemnified agijinst exµensest (including18Omm' fees) actually and reasonably incurred by him or herb comet:Min I heiewith. . (d) Any indemnification under subpar gtaphs (a) and (b). (unless ordered Z court) shall besade by die Corporation only as authorized in the specific cast upon a determination that he or shchad met the applicable standard of conduct set forth in subparagraphs (a) and (b). Such determinatiOn shall be made: cr. (1) by the hoard of &cedes by n majority vote of a quorum consisting of directins who were not parties tosuch action, suit, or proceeding; or (2) if such a quorum is not obtainable, or even if obtainable a quorum of ilisinteresteddirectors so directs, by independent kgal counsel in a written opinion; or (3) by the stockholders. (e) Expenses incurtul in defeating a civil-or criminal action, suit, or citimeeding may-he paid by the Corporation inadvance of the final disposition of such action, suit, or proceeding as authorized by the hoard of directors in the specific case Upon receipt of an undertakingby or on behalf of the director, officer, employee, or agent to repay such amounts unless it shall ultimately be determined that he or she is entitled to be indemnified by the (imputation as authorized in this article. (I) The indemnification provided by this Article shall not be deemed exclusive of any Miter rights to which those seeking indemnification may he entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as tOACtion in his or her official capacity and as to action in another capacity while hoklitig suck -office, and, shall continue as to a person who has ceased-to he a • SDNY_GM_00038219 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001043 EFDt00148828 EFTA01282685 • 1 • director, officer, employee, or agent and shall inert to the benefit of the heirs, mteentots, and administrators of such person. (g) '11w Corporation shall have power to purchase and maintain insurance on helm!, of any person who is or was a director, officer, employee, agent of the CorpormiOn, or is or was serving at the request of the Corporation as a director, officer, employee, or agent ot another corporation, parmuship, joint venture, Itusti or other enterprise against any asserted against him or het and incurred by turn or her in niiy such capacity, or arising out of his or her status 25 Stich, whether or not the Corporation would have the power to indemnify him or 'her against. such liability tinder the provisions of this Article. ABIJICLBX11 The Corporation reserves the right to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions sorbs-Marta by the laws of the Virgin Islands in the manner and at the dine prektibed by said laws, and all rights at any time conferred upon the Board of Directors and the stockholders by there Articles of Incorporation are granted subject to the proyisionb °tails Article. • (signature. page follows) 6 SDNY_GM_00038220 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001044 EFTA_00148829 EFTA01282686 IN NT/VINT:SS WHEREOF, ive hvt.t hereunto subscribed our Nina this 12th day of November, 2011. Erika A. ;Celled)* Inc dregorti. Forgoer ,e) N;:t1:- Co C..- • Brett Geary, Incur) orator (.4) or IficorpnItor TEJIMIX)RY UNITED STATUS VIRGIN ISLANDS DISIRICII OF ST. THOMAS ANL) ST. JOHN 'lite tonguing insirOluent was sekncnvIedgerl before inc this. 17th day of Moyeinkex, 20)1, by Elite) A. KOK:I:holm, Gregory). Ferguson, and Breit .Geary, [ GINA MARK-. BRYAN NOTARY PUBEIGNIs 069-00 COMMISSION EXPIRES 09/20/2013 ST. THOMAS/ST. JOHN. LEVI 7 CONFIDENTIAL SDNY_GM_00038221 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001045 EFTA JX1148830 EFTA01282687 5049 Kongem Gede Chodolie Amok", Virgin Islands 00802 Phone - 340.776.8515 lax - 340.776.4612 DJ/gg MG,o1380_ Mt UNItl)SlATES litAND) OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS June 25, 2013 CERTIFICATION OF GOOD STANDING 1105 King Slrool -Christiansted woe Islands 00820. Phone 340.//3.6449 fox • 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 SONY_GM_00038222 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001046 EFTA_00 I 48831 EFTA01282688 Corp No. 581871 . GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES 0 — CHARLOTTE AMALIE, ST. THOMAS, VI 00802 to Q{I(Oto Wljotn tEbeseVressettliciroball Com: I, the u 4 Pdel:Sigiied lill1rrEN4NT-(19VCAIINC)R, bereby that • FINANCIM:INI4i1MATICS, INC. Business Corporation of he V iitinclidands lilcd ilyrny 201 hydaw, Art ides;of lueorporation; duly acknowledged: WI lElkitl:OltE the persnlis.minied in uud 1:kriiele4f and Who have signed the same.' and t keit' •sliceesscirs. are hereby declared to he from ilie'llac,;aforesoicl,m (lorporalion hy ilie min; and for the purposes set forthinaaid !ides, with the rigliot statession as th&ciii -shwal. Wit!iess. My:liand and ilie 'sear of tin: Cloveyhment of the Virgin Itililndti .1r the IIBiwa States. at rharlt)tte Am uJri Si • Imams. this Silt diy tit neeernber, 2011. army Y•R, FRANCIS • ierdenam Governor of the Virgin Islands CONFIDENTIAL • I, SDNY_GM_00038223 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001047 EFTA_00148832 EFTA01282689 yrAc2DAVARTMENT OF TUE TREASURY AuwJTATuRNAL ((AVENUE SERVICE cairTANATI. cal 45999-0023 Date of thid notice: 02-14-2012 Employer Identification Humber:. 66-0719861 cd Form: 80-4 OV; *Wont of this notice: CP 515 k FINANCIAL. INFONECICS INC afw /.1)1 91.00 HAVENSIGUT 15 1.5. A. AT THOMAS, VX 00802 Ne- _r Pot assistanceyoulsay tall us at: 1( 43 .N 1-S00-S294933 . • < A ,, • IF YOU WRITE, ATTIV4i .THE STUN AT THE END OP IRIS NOTICE, WE ASSIGNS°. YOU AN EAKOYEk IDENTIFICATION NOMGtR Thank you for applying for en Employer Identification lumber (SIN). We. Cosigned you. AIN 64-0779861, This SIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. Mtn filing tax docomonCs, payments, and related correspondence, it is very important that you use your WIN and &omelets nom and acidifies exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your acOOWlEc or even cause you to be assigned more than one RIM. II the information in not correct st.chme) above, ploasn make the correction using the attached teat oft stub and return it to. us. Based on the informationpeceived from you. or Ant npresentativo, you must file the -Cohesion ford(a) by the deta(l) shown. Form 94188 01/31/2011 Font 2120 03/15/2012 If you have question* abodt the formic) or the due decals) phosn, yon can call us at the phone number or write to ua at the addrian shown at the top of this notiom. If ydu need help in determining your annual accounting period (tax-year)., nee Publication 538,' Accounting pea-lode add Methods. We nasiontd you a tax classification based on information obtained from you or.yoUr representative. It is not a legal onterminationof your tax classification, and is not binding in: the IRS. If you want a legal determination of your tax olessitieation, you may roguont a private latter ruling from the IRS titer the guLdelihem in Revenue Procedure 2004.1, 2001-1. I.R.N. 1 (or aupersodixag Rovonuo Procedure for the year at Done). Note: Certain tax classification elections can be requested by tiling Form 8832, Entity Classification Election. Ube Porn, 8832 and itS instructions far Additional intonation. IKPORTANV. iNFORKATION TOR 0 CORPORATION RIACTIOR: If you intend to elect to file your return as n small busihess corporation, am election to file a Form 1120-S muse beoado within certain timeraces and the • corporation must meet: certain toots. 7,11 of thin Information is. included in the instructions fOrRorm 2553, Election by a Smail Business Corp4mation. SONY_GM_00038224 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001048 EFTA_00 148833 EFTA01282690 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -0- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 To Whom These Presents Shall Come: I, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that FINANCIAL INFOMATICS. INQ A. Virgin Islands corporation, tiled in the Office of the Lieutenant Governor on September 21: 2012 as provIdettfor by law, Certificate of Amendment Articles of incorporation, duly acknowledged; changing its name to SOUTHERN ritusT cOmPakw.S.1, WHEREFORE the said Amendment:is Ite,reby declared to have been duly recorded hi this office on the aforesaid and to be in full three 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. ' GR 66fl IL FRANCIS Lieutenant Governor of the Virgin Wands SDNY_GM_00d38225 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001049 EFTA 00148834 EFTA01282691 5049 Kongens Cade Chollalie AMcile, Virgin itInnds 00802 Phone • 340.776.8515 Fax - 34(1.776.4612 DJ/gg zit! !kis yero Tut Um IED SIAM WON ISLANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS June 25, 2013 CERTIFICATION OF GOOD STANDING M6, °Ism- 1105 Kin Sweet Christ lonsied..Virgin Islands 00820 Phone 340.7/3.6449 Fox 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. Denise Johannes Director, Division of Corporation and Trademarks CONFIDENTIAL SDNY_GM_00038226 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001050 EFTA_00 I 48835 EFTA01282692 CONSENT OF THE BOARD OF DIRECTORS OF SOUTHERN TRUST COMPANY, INC. The undersigned, being all of the Directors of:Solithern Trust Company, Inc., a US. Virgin Islands Corporation ("the Corporation"), hereby certify that die following resolutions were unanimously adopted and entered into by the Board of Directors on the 19* day of March 2013. 'WTTNESSETH: „ WHEREAS, the COrporation it a corporation organized and existing under the laws of the U.S. Virgin Islands; WHEREAS, the Board of Directors as of die date of this Consent arc 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 Boarcl..of Directors in accordance with the. General • Corporation tat of the United States Virgin Islands (the "GC.T..") and waive any notice to be given in 'connection with the 'Meeting pursuant to the GCE:. • • . WHEREAS, Financial Trust. ompany, Inc., a. corporation organiied and existing under the hws of the United States Virgin Islands ("FTC'), is the sole shareholder °flee-pets; Inc, a corporation *organized • and existing under the laws of the United States Virgin Itlands ("Deepen"), which has 'elected to be taxed as a qualified subchapter S subsidiary,. • : • . . . . • • • WHEREAS, the Board of:DirectOrs deteimined that it is in the best interests of the Corporation and Its'.r.Ole shareholder; jeffreTE. Epstein ("Epstein"),:tortansfer•and dinxibute to Epstein all of the issued and outstanding shares of Jeers, free and clear of all liens; claitni and encumbrances (the "Jeepers Irtteres?),stich that Epstein shall become thesole shareholder ofJeepers; • WHEREAS, Epstein is abott!e sole shareholder of Corporation; WHEREAS, the Corporation is the sole member of Southern Financial, LLC, a United States Virgin Islandslimited liability. company organized on February 2.5; 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[uprin the completion of which ..merger SF 'shall be the . surviving entity of said merger (the. "Merger'); . . SDNY_GM_00038227 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001051 EFTA_00148836 EFTA01282693 - • 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 Merger Agreement, Epstein is to surrender for cancellation ten thousand (10,000) shares 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.Epsteiti,,arid in consideration of FTC's merger with and intoSF, the wholly owned subsidiary of the Corporation; and the transfer: f all of FTC's assets to SP by operation of law as a resultof such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, 1.01 par value (the "Common Stock") to Epstein (dit"Additional Shares'); 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 upon, in accordance with, and subject to the provisions of the Merger Agreement, and that in connection therewith, the Corp0ration issue the Additional Shares to Epstein; NOW THEREFORE BE IT:. RESOLVED, that, after consummation by Fit of its issiiancito Epstein of the Jeepeis Interest, the Merger, upon, in accordance with, and subject to, the, terms andconditions of the Merger Agreement, be and it is hereby authorized andapproved. . RESOLVED, that it is intended that the Merger qualify as a tax-free reorganization ender section 368(4(1)(A) of the Internal Revenue Code; RESOLVED, that the form and provisions of the Merger Agreement, be and they hereby ace adopted and approved; RESOLVED, in connection with' the Metier and pursuant to the proviiicins of the Merger Agreenient; theCoiporation•issue the Additional Shakes to JE, RESOLVED, that, the President of the Corporation be, and he hereby is, author zed, empowered . and ,direeted, for and on behalf of the Corporation, to execute and deliver the Merger Agreement, and to . execute and 6.1e withithe 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 at being compliant with the requirements of the GCLand necessary orappropriate in order to effectuate Merger in accordance with the provisions of the Merger Agreement; and.- . • , • . . . RESOLVED, that the officers of the Corporation hc, and each of them hereby israudiorized, empowered and direpted, fotarid 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 consuriunate the Mergerin accordance with the provisions of the Mergei Agreement. CONFIDENTIAL SONY .6M_00.038228 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001052 EFTA 00148837 EFTA01282694 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. Jeffrey E. t\xisti-t..L. amcgL_ Darren K. Indyke Pat' 14/1;y SDNY_GM_00038229 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001053 EFTA_00 I 48838 EFTA01282695 CONSENT OF THE BOARD OF DIRECTORS OF • FINANCIAL INFOMATICS, INC, The undersigned, tieing all of the Directors of Financial Infomanes, Inc., a U.S., Virgin Islands Corporation ("die•Corporation"), hereby certify that the folldwing resolutions were unanimously adopted and entered into by the Board of Directors on the 18" day of November, 2011. 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:Nmteinhci 18, 2011; and WHEREAS, the Board of .Directers as of the date of this Consent are as- follows: Jeffrey Epstein. Darren Iinidyke Richard 'Kahn WHEREAS, the undersigned, being all of the director:a of Financial loft:nities; Inc.,.consent to the taking of the following actions in lieu of a meeting of the Board of Directors in accordance with the corporation laws of the United States Virgin Islands and waive any notice to be given in connection with the mceung pursuant to the corporationlaws of United States Virgin Islands; and WI IEREAS, this corporation is authdrized, in its adults of incorporation, to issue, an aggregate of . 70,000 share's of stock of the par value of $.0/ per share;,and • WHEREAS, a depository shall lx established for the funds of the corporation arid those who are authorized to do so may withdraw them on behalf of th'ecorpOration; and NOW THEREFORE BE IT: RESOLVED, that all actions taken by the incorporators of the Corporation during the 'period from November 18, 2011 throughithe 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 CoMoration, ber and each oldie . same hereby is, in all respects, ratified, adopted and approved; and at is further • RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice pteSidents, a Secretary and a Treasurer, and it is further RESOLVED, that each of the following persons is hereby appointed and elected to the office set forth opposite his name below to serve as such in, accordance with the provisions of die By Lawzi of the CONFIDENTIAL SONY_GM_00038230 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001054 EFTA_00 I 48839 EFTA01282696 • Corporation until die next meeting of directors of the Corporation immediately following the:next annual meeting of the stockholders of the Corporation and until his successor shall have been dilly elected and shall have qualified: Jeffrey Epstein, President Darren Indyke, Vice President and Secretary Richard Kahn, Treasurer And it is further RESOLVED, tha rthe officers of the Corporation be, and each of them hereby is authorized, empowered and directed to produce all books of account, stock books and other matcnals :and supplies • necessary or appropriate in connection with maintaining the recordi and conducting the business of the Corporation, and to pay all costs and expenses and to make Tull reimbursement for all expendinires made in connection with die organization of the Corporation; and it is further RESOLVED, that the speciinen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock"), of the Corporation yin the form submitted to the undosigned, which is to be filed with this Consent, be sand the. same hereby •is, approved and adopted, and the President, the Vice 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 nom- assessable Comincin Stock when the issuance thereof is duly authorized by the Board of Directors of the Corporation; and it is further . , RESOLVED, that the Corporation accept the. subscription of Jeffrey EEpstein for 10,000 shares of Common Stock, upon the terms and conditions contained in the subscription agreement, dated as of November IS, 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 R Epstein, a certificate for 10,000 shares of the Common Stock; and it is further RESOLVED, that all of the .10,000 shares of the COrrunon Stock as, authorized for issuance by the immediately preceding resolution shall be in all 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 inche margin of this Consent, be, and the same hereby is adopted as the seal of the Corporation; and it is:further RESOLVED, that.. the corporate record book‘and the stock transfer ledger thereof, be each of the same hereby is, adopted as the record book and stick transfer ledger, respectively, of the Corporation; and it is further RESOLVED, that, with' espeet. to the opening, maintaining and dosing of. bank accountsof 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: SDNY_GM_00038231 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001055 EFTA_00 I 48840 EFTA01282697 1. To designate one. or more banks, trust companies or other sintilarinstitutions.as depositories of the funds,,Mcluding, without lirrittatian, cash and cash equivalents, of the Cotpomtion; 2. To open; keep and close general and special hank iteconnts, including general deposit accounts, • paYrollaceounti and working fund 'accounts, with any such depository; • • 3. To cause to be deposited in such accounts with %any such, depository, from lime to time such funds, including, without limitation, cash 'and cash equivalents, of the Corporation, as such. officerS deem necessary or advisable, and to designate or change the designation of the officer or• offices and agents of the Corporation who will be authorized to make such deposits•ariel. to endorse-such checks, drafts or other instruments forisuCh deposits; From time to time to designate or change the designation of the officer or.offieers arid agent or agents of the Corporation who will be authorized to sign or countersign checks, drafts or other. orders-for the paythenis of money issueXin the ',name of the Corporation :against any funds deposited in such accounts, and to revoke any such:designation; 5. To authorize the use of faciimile signatures forthe.signing or countersigning of cliceksedrafts Or other orders for the payment-of money, and to.enter into such' agreements asaanks.and. trust . companies customarily require as.a"conditidn for permitting 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 advisable;.and • t . • 7. lb complete, execute and/of certify any ctistornaii printed blank signature card forms in 'order to conveniently exercise the authority granted' by &US resolution and any resolutions thereon shall be deemed adopted as part hereof; and it is further . . RESOLVED, that the President or the Secretary of die Corporation bc, and such officer hereby is, authorized to prepare and certify as the resolutions of the Board of Directors, as if adopted vetbatitn.by this Consent, any suaradditional.resolutions as any such depositorymay require in connection with the opening of an account with such depository as authorized pursuant to the immediately, preceding resolution, and chat any such depository to which a copy of the .trnMediately 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 arnendmerit of such resolutions by. the Board of Directors, and • . • , it is further • . . . RESOLVED, that the fiscal year of this Corp oration'shall begin ,the fira 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 of the United States or any. foreign country in which it is neeessary'or expedient for the Corporati0n to transact business, :the officers of the Corporation Ire, and each thein. hereby is, • authorized' to appOint and substitute all necessary agent , or attorneys' or senice of process, to designate and change the location of all necessary offices of the Co. whether statutory or otheralse, and, under the seal of the Corporation; to make and Gle'all neceslaryeettificates, reports, powers of attorney and other instruments as may be required.by.`the laws of such st4teterritory, dependency or country to authorize the. SDNY_GM_00038232 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001056 EFTA_00148841 EFTA01282698 Corporation to transact business therein; and it is further RESOLVED, that the officers of the Corporation be, and each of diem 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 out, 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 Armorial Informatics, Inc., on this He day of November, 2011. Jeffrey Epstein, Director Richard Kahn, Director CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) SONY_GM_00038233 DB-SDNY-0001057 EFTA_00 148842 EFTA01282699 FINANCIAL INFOMATICS, 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 Infomatics, Inc., a United States Virgin Islands corporation (the "Corporation'), the Certificate of Incorporation of which was filed with the office of the Lieutenant Governor of the United States Virgin Islands on the 18th day of November, 2011, and agrees to pay therefor and in MI payment thereof, upon call of the Board of Directors of the corporation 4.-et teset-s :($ rt. I 0 ) per share in cash or by check made payable 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 jetfrey tipst Subscriber for IQ, of Common Stock, S.01 Par Value Subscription Accepted As of November 18, 2011 FINANCIAL INFOMATICS, B3•1 0-4-44'46 k... 1- Darren'K. Indyke Vice President CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) SDNY_GM_00038234 DB-SDNY-0001058 EFTA _(X) 148843 EFTA01282700 Current Classification: (click here for help) Internal CIP failure rectification Jay Lipman lo: Fran IA Wickman 08,26/2013 12:04 PM Sender Date 08/26/2013 12:04 PM 08/26/2013 12:08 PM .c 4• Subject Jay Lipman Fran M Wickman CIP failure rectification Ii) 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 N4G-023804 N4G-023812 For Source of Wealth: Epstein began his financial career in 1976 as an options trader at Bear Stearns and became a partneri n 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 71 L. Jay Lipman Analyst I Markets Coverage Group Deutsche Bank Securities Inc Deutsche Asset & Wealth Management 345 Park Avenue - 26th Floor New York, NY t0154 Tel. (212) 454-0039 Fax (648) 257-3131 SDNY_GM_00036235 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001059 EFTA (X)148544 EFTA01282701