Deutsche Bank Private VWealth Management VA Corporate Account Authorization and Terms and Conditions Officer's Certificate Account Number: tC Dracut Td e te ta tia onan Seacefery of Jeepers, Inc (the “Corporation™) hereby certify that: + . day (1). The following resolutions were adopted by unanimous consent of the, Board of Directors of the Corporation on the. if of Sep ten ber ) © ( 3 RESOLVED, that any persons designated by the Re s\ de ude ‘of the Corporation are authorized on behalf of the Corporatian to: (A) Open and maintain one or more brokerage account(s} for and in the name of the Corporation at Deutsche Bank Securities Inc. (referred to herein as “DBSI"] {including any successor thereof); (B) Deposit, deliver, assign, withdraw and transfer funds, instruments and securities of any type; (C) Sell any securities owned by the Corporation; (D) Buy any securities in a cash account; and (E) Buy, sell and sell securities (including put and call options) short in a margin account; and (DELETE (E) iF INAPPLICABLE) (F) Execute all documents, and exercise and direct the exercise of all duties, rights, and powers, and take all actions necessary or appropriate to perform the powers enumersted above. FURTHER RESOLVED, that the) Re si ide, ot ‘of the Corporation. shall certity in writing any changes in the powers, office or identity of those persons authorized to perform the powers enumerated above. DBS! may rely upon any such certificate of authority furnished by the Corporation until written certification of any Change in authority shall have been received by DBS!. Any past action in accordance with this resolution is hereby ratified and confirmed. The powers enumerated above pertain to securities of any type now or hereafter held by the Corporation in its own right or in any fiduciary capacity. Powers previously certified by the Corporation shall not be affected by the dispatch or receipt of any ather form of notice nor any change in the position with the Corporation held by any person so empowered. Any officer of the Corporation is hereby authorized to certify these resolutions to whom it may concem (2) Eech of the following are authorized to perform the powers enumerated in the foregoing resolutions and by signing his or her name in this section 2 agrees on behalf of the Corporation to the Terms and Conditions stteched hereto: Position Name Position Name Position Signature Signature Deutsche Bank Securities Inc. # subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. WIN 0 09-P¥WM-0186 Corp Acct Auth & T&C ana CORP 006420.022212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001546 EFTA_00015020 EFTA00165798

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(3) The Corporation is duly organized and existing under the laws of the State of - he d.S. Vite To lasdind has the powers to take the, ‘actions authorized by the resolutions certified herein. (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. (6} THE TERMS AND CONDITIONS ON THE NEXT TWO PAGES CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11. tu tds IN WITNESS WHEREOF, | have hereunto affixed my hand and the seal of the Corporation'this) (°° vot Gegbuby 3 do! SEAL ‘Signature of Contifying Oticer: Please note: A second certifying officer must sign if the first certifying officer is one of the persons listed in section 2. Signature of Second Certifying Officer Name of Second Certifying Officer Corporate Title of Second Certitying Officer IF THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STATES, THE CLIENE MUST COMPLETE AND RETURN A FORM W-8 ALONG WITH THIS OFFICER'S CERTIFICATE. 09-PWM-0186 Corp Acct Auth & T&C 102/12) CORP 006420-022212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001547 EFTA_00015021 EFTA00165799

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Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as “DBSI") accepts the Account of the client described in the attached certificate (the “Clant”). The term D8SI includes its affiliates, officers, directors, agents and employees. Client understands that Pershing LLC is the carrier of the Account as clearing broker pursuant to a clearing agreement with DBSI. Deutsche Bank Securities Inc. is a subsidiary of Deutsche Bank AG. As used herein, the term “affiliate of Deutsche Bank” or “Deutsche Bank affiliotes” meane Deursche Bank AG and its aabsidiaries and affiliates. Each of Deutsche Bank AG arid its affiliates is & soperatoly ircorporeted legal entity, nene of which is responsible for the obligations of the others. “Securities and Other Property” shall include, but shell net be limited to, money and securities, financial instruments, commodities of every kind and nature, and all contracts and options relating to any thereof, owned by the Client or in which the Client has ao wtetest. These tonne end cenditione shall be construed in accordance with the laws of the State of New York and the United States, as amended. By opening the Account, Client agrees to the following terms and conditions: 1. Confirmations, and Transmission of Instructions Client agrees to notify D&S! in writing. within ten (10) days of sending Client a confirmation, of any dbjection Client has to any transaction in its Accouat. In the absence of such written notification, Client egrees that afl transactions for its Accbuat will be final arid binding @7 it. Cliont understands that it is responsible for transmission of instructions to DBS! and that Client bears the risk of loss arising from the method of transmission that Client uses in the event of transmission errors, misunderstandings, impersonations, transmission by unauthorized persons or forgery. Citant ageees:to release and indemnity DBS! from any and all liability arising from the execution of transactions based on such instructions except if DBSI's gross negligence caused the transmission error. 2. Cash Account With respect to the Account: (i) Client will make full cash payment on or before settlement date for each security purchased, unless funds sufficient therefor are already held in the Account (ii) Client doés not contemplate selling any security before it is paid for as provided in the Preceding clause; (iii) Client will own each security sold at the time of sale and, unless such security is already held in the account, will promptly deliver such security thereto on or before settlement date; and (iv) Client will promptly make full cash payment of any amourt that may become due in order to meet necessary requests for additional deposits or, with respect to any unissued security purchased or sold, to mark to the market. 3. Short and Long Orders; Deliveries and Settlements Client agrees that, in giving orders to sell, all “short” sales will be designated by it as “short” and ail other sales will be designated by DBS! as “long.” Client alo agtees that DBS! may, at its diectetion, innudittele cever any shart selet in the Account, without atidr netics. In cese of non- delivery of a security, DBS! is authorized to purchase the security to cover Client's position and charge any loss, commissions and fees to the Account. Client agrees that if DBS! fails to receive payment for securities Client has purchased, DBS! may, without prior demand or notice, sell those securities or other property held by DBS! in the Aceount sed any loss resuitiug therefrom will he charged to the Account. Client authorizes OBS, at its discretion, to request and obtain extension(s) of Client's time to make payment for securities Client purchased, as provided for by Federal Reserve Bank Regulation T. 4. Liens Client hereby grants to DBS! and its Affiliates 2 security interest in and lien upon all Securities and Other Property in the possession or control of DBSi, any of its Affiketes nr Pershing, in whico Client hes an inierect (held iddividualty, jointly or anherwiee) (collentively ellisuch Sanurities and Other Property are referred to herein as “Collatera”) in order to secure any and sll indebtedness or any other obligation of Client to OBS! and its Affiliates or Pershing (provided that such indebtedness or obligation to Pershing arises in connection with this Agreement) (collectively, all such obligations are teferred to nerelh as the “Obligations”). Cliemis who are joint secaontholders (“Joint Accountholders”) ecknowledge and agrde thet Pursuant to this ben, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with OBS! or its Affiliates (whether individually, jointly or otherwise) and shall secure any and ali Obligations of each Joint Accountholder to OBS! and its Affiliates. DBS! for Pershing, st DBS!'s instruction) may, et any time and without prior notice, sell, transfer, release, exchange, settle or otherwise depose of or deal with any or ail euch Collatere! in ordar to patisty any Obligations. In enforcirig this lien, DBS! shall have the discretion to determine which Securities and Other Property to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an inthrest in any Account or assets that would give rise to 3 prohibited transaction under Section 4975(c) (18) of the internal Revenve Code of 1986, a5 amended, or Section 406(a}{iXB) of the Employee Retirement income Security Act of 1974, as amended, Securities and Other Property held in Client's retirement account(s) maintained by DBSI, which may include IRAs or qualified plans, are not subject lo this lien and such Securities and Other Property may only be used to satisfy Client's indebtedness or other obligations releted to Client's retirernent socount(s). 5. Authority to Berrow In case of the sele of any security or other property by DBSI ot Client's direction and DBSI's inability to timely deliver the same to the purchaner by reason of Client's failure to supply DBS! therewith, Client authorizes DBS! to purchase or borrow any security or other property necessary to make the required delivery, and Client agreos to be responsible for any loss or cost, including interest, which DBS! sustains as a result of Client's failure to make delivery to DBS! 6. Interest Charges Client acknowledges mat debit balances in the Account, including, but not limited to, those arising from its failure to males payment by settlement date for securities purohased, will be charged interest at the then current rate, in accbrdance with DBSI's usual custom. Interest will be computed ‘on the net daily debit balance, which is computed by combining sil debit balances end credit belances in each account with the exception of 7. Credit Information and investigation Client authorizes DBS! to obtain reports concerning its credit standing and business conduct at DBSI's discretion. Client also authorizes DBS! and any affiliate of Dentsche Bank, including, without limitailon, Deutsche Bank AG, to share arnong euch affilistes suoh infnrmaten and any her confidential information OBS! and such affiliates may have about Client and the Account. . 08-PW/M.0186 Corp Acet Auth & T&C (02/12) CORP 006420-022212 CONFIDENTIAL —- PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001548 EFTA_00015022 EFTA00165800

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» 8. Satisfaction of Indebtedness Client agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges. Client further agrees to pay the reasonable costs and expenses of collection of any amount it owes DBSI, including reasonable attorney's fees and court costs. Client agrees that DBS! and its clearing broker have the right to collect any debit balance or other obligations owing in Client's Account, and that such rights may be assigned to each other. 9. Loan or Pledge of Securities and Other Property Within the limitations imposed by applicable law, all Securities and Other Property now or hereafter held, carried, or maintained by DBSI in its possession thet have not gece Tully peid for, may be iaot, eithar te DBSI or to others, pledged, and roviedged by DBSI, without notice to Client. Client understands that while securities held for its Account are loaned out, Client will lose voting rights attendant to such securities. : 10. Aggregation of Orders and Average Prices Client suthorizer OBSI, at its aiscretion, to eggregate ordere for the Accaunt with ottier customer orders. Client recognizes that in so doing, i may receive an average price for its orders that may be different from the price(s) it might have received had its orders not been aggregated. Client understands that this practice may also result in its oroers being only pettislly completed. 11, Arbitration - This sectiag of the Agroement contains the predieptite arbitration ayroemont between us. By sigting this Agreement, we sgae as follows: {) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed; (ii) Arbitration ewarts ece germrally final aed bisidihg. A party's ability tu have o coun revecse or medity an arbiostice eward ie very ftmited, $0 The shy of te parties to eben docurannts, winnee sttsntints ond ether eemvery fe quolealiy Tia in arkibetion me eompnnd to (i) Fao asttoeters de nat have vo euplems te sossents for thal ajeerd, unto, tn on ofigfte onze, © jemi roqeest for gn enplatend dediton has been submitted by all parties to the pane! at least twenty (20) days prior to the first hearing date; (v) The paosl of artitottors will typically include # minority of arbitrators who were or are affillated with the securities industry; (vi) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, 4 claim that is ineligible for arbitration reay be brought in eourt and {vil} The rules of tire adzitration forum in which the claim is filed, and any amendments thereto, shail be incorporated into this Agreement. - Client agrees to srbitrate with DBS! any controversies which may arise, whether or not based on events occurring prior to the date of this agreementincluding any controversy arising out of or relating to any account with DBSI, to the construction, performance or breach of any agreement, or any duay arising from any agreement or othor relationship with DBS!, or to transactions with or through DBSI, only before the Financial Industry Regulatory Authority, Inc., or any exchange of which DBS! is a member, at Client's election. Client agrees that Client shall make Client's election by registered mail to Deutsche Benk Securities Inc., Compliance Department ~ Attention: Director of Compliance, 60 Wall Street, 23rd Fioor, Mail Stop NYC60-2330, New York. NY 10005-2836. If Chent's election is not received by DSS! within ten (10) calendar days of receipt of @ written request from DBS! that Client make an election, then DBS! may elect the forum before which the arbitration shail be held. — Neither DBS! nor Client waive any night to eosk aquiteste:reliof panding arbittation. No persen shail tiring a putative or certified creas action to arbitration, nor seek te enferce any pre-dispute arbitration agreement ageinst any person who hss initiated in court @ putelive class ection; or who is a member of a putative class who has not opted out of the class with respect to any Claims encompassed by the putative cless econ until {i} the class certitication is denied; or {ii} the class is decertined; or [jii) the customer is oxcluded from the class by the court, Sucrt forbearance to enforce an agreement to arbitrate shall not constitute a waiver of eny rights under this agreement except to the extent stated herein. Important Disclosures for Your Records Deutsche Bank Securities inc, “DBS!” is furnishing this document to you to siert you te:imipartant roatters regarding your eoconat. Securities Investor Protection Corporation (“SIPC”) Securities held by our clearing broker, Pershing LLC, for your account ere protected up to the total net equity held in the account. Of this total, SIPC provides $500,000 of coverape, including $100,000 for claims for cash awaiting reinvestment. The remaintug coverage is provided by Pershiog through 4 commercial insurer. SIPC protaction applies when the SIPC member finn through which you hold your investments fails financially and is unsble to meet its obligations to securities clients, but SIPC protection does not protect against losses attributable to the rise and fall in the market value of investments. A small number of client accounts are not carried on Pershing’s books due to specific account factors. These accounts are covered under DBS! 8 SIPC membership. DBS! does not provide coverage in excess ef SIPC coverage. Cortain invesunents, such as commodity futures Contracts and currency, are ineligible for SIPC protection. For additional information on SIPC, see wwew.SIPC.org or call the SIPC public information number, (202) 371-8300. Payment for Order Flow DBAB receives payment when ite romioe for execution certain orders in certhin securities, Tire detertnination as to where to motes orders is based on several fectors, consistent with DBSI's obligation to provide best execution for all client orders. Because several factors are considered with respect to such determinations, DBS! could potentially secure price improvements on such orders by routing them in a different manner and all such orders potentially could be executed at prives superior to the best oxd or best offer. Rayment is received by DBS! in the form of rebates, or credits against exchange fees, and specialist fees. Details will be furnished upan written nequest. 09-PWM-0186 Corp Acct Auth & T&C (02/12) CORP 006420-022212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001549 EFTA_00015023 EFTA00165801

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PAGE @3 09729/2803 12:28 348-774-2830 Pal. HOFFMAN PC ARTICLES OF INCORPORATION a a - 20 JEEP eo st ERS, INC. = 2a &. 8 1 i | 33 ! We, the undersigned, for the purposes of associating to.estabiich a corporitdon for the { transaction of the business and the promotion and conduct of the objects end purposes hereinafter i stated, tinder the provisions and subject to the requirements of the laws of the Virgin Islands of the { United ‘States (hereinafter called the Virgin Islands), and particularly the Genera! Corporation Law | of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the'same may be amended from time to time, do make and file these Articles of Incorporation in writing und do certify: { im, ' Su | ‘The name of the corporation (hereinafter referred tgjtis-the “egrporation”) is JEEPERS, INC. rel $ ) The principal office of the corporation in the Virgin Isiauds is located at-41-42 Kongens Gade, | 4 H i { t : | | \ j t St Thomas, VI, and the name of the resident ageat of the corporation at that address is Barbara Mignon Weatherly, ‘ 7 Ry Without limiting in eiy a skiiage the scope and generality of the. allowable functions of the corporation, itis hereby provided | that the cotporation shall have thie following purposes, objects and powers: fe 1, To engage in any lawful undertaking or business. 2. To. engage in any commercial, industrial, agricultural, marketing, transportation, or service activity, business, or enterprise cajculated or designed 10 be profitable to the corporation, To design, develop, manufacture, construct, assemble, install, repair, maintain, ‘prepare and compound-and: to buy, sell, import, export, and otherwise deal in commercial, industria), agricultural; or. other instruments, appliances, tools, i parts, supplies, accessories, devices, preparations, compounds, and atticies, avd goods, wares,.and merchandise of every kind; to maintain and operate Jaboratorics and testing facilities of every: kind and tp carry.on | the business of analysts, testers, examiners, advisors, and technical consultants with ( respect fo materials, equipment, and processes of every kind and to carry on research, | and experiments with respect thereto, CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001550 EFTA_00015024 EFTA00165802

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83/29/2883 12°28 340-774-2038 PAUL HOFFMAN PC PAGE. 64 ] sf 23% 203 Antcles of Incorporation Page 2 | 4. To acquire, hold, Thaintain; and operate such Plants, workshops, offices, stores, buildings, equipment; v » and vessels as may be desirable for the proper ‘conduct of the business herein referred to, and to do and perfor every other act that may be legally perfonned by # Corporation engaged in such’ business. 5. To apply for, acquire, register, use, hold, sell, assign, or otherwise :dispose of (either absolutely or by. way of lease, mortgages, pledge, or license), to grant licenses with Fespect to and otherwise tum to acconpt aty letters patent of the'United States or of any foreign country, or ‘pending’ applications therefor, and aby inventions, improvements, devices, trade sy formilie, processes, tademarks. trade names, brands, labels, copyrights, and pri lleges and arty-right, title, or interest therein. i a os 7. To acquire all or anypart of the good: will, rights, Property, and bileiness of any person; firm, associati or-cofporation and to pay for the same iti cash of in stock p ‘otherwise and to hold Orin atly manner dispose of the I property so purchased, and to assuine in:connection therewithany liabilitie of any suchipetson, finn, association, or corporation, and to conduct in any lawful tanner in any place the whole or any part of the business thus 8. To purchase, hold, sel), assign, transfer, mortgage, pledge, or Otherwise dispose of the shares of the capital stock: of or any bonds; securities, or evidences of indebtedness created by any other corporation or corporations of the\Virgin Islands or any other jurisdiction und, whilé'the owner Of such stocks, bonis, Securities, or evidences of indebtedness, t6-exercise all the rights, powers and Privileges of ; 2° borrow or raise money to any amount permitted by iaw by the sale or issve of bonds, notes, debentisres: or other obligations of any kind and to secure the same by mortgages or other liens upon any and all of the property of every Kind of the DB-SDNY-0001551 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) EFTA_00015025 EFTA00165803

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_ F PAGE, 25 89/23/2083 12:20 340-774-2030 . PAUL HOFFMAN PG Anicles of Incorporation Page 3 relation to the foregoing busitiess with any person, firm, association, corporation, or governinent or governmental agency. Hy-—~To'conduet its business:in the Virgiiy Islands and elsewhere inthe United States and foreign countries and to have offices within or outside the Virgin Islands and to hold, purchase,. mortgage,. and convey real: arid personal property within or. outside the Virgin Islands. i | i | | | 12. To dovall and everything necessary, ult and proper for the accomplishment of any of the purposes or the attainment of any @the objects or the exervise of any of | the powers ‘herein set forth, either alone or ip connection with other finns, i individuals; associations; ot on so ig the Virgin Istands and elsewhere in the | United States and foreign 0 do any other acts-or things incidental or ' appurtenant to or growing « Pinsent with: the said business, purposes, objects, and powers'or any, pa: thereof not inconsistent with the laws of the Virgin | | , Islands, and to'exercise any - @b powers now or bereafter conferred enumerated herein or not. ‘The'purposes, objects, sags Bites Arc ina to od or restricied by reference to the terms of any other subdivision or of any other Article of these Artioles-of rat! Incorporation. %% ~ &, Pa Ye, fe ARTICLE IV a4 t { | The total nuraber of shares of.stock which the corporstion is authorized to issue is 1,000 shares of comion stock of no.par value; no preferred stock is authorized. | | { 1 i The uplatngen eappaeet, CP eepitt va whlch: the-coxpeantien il, pnahioteges:jcwlones be $1,000.00, ARTICLE V The natuc and place of residence of each of the persons’ forming the corporation are as follows: a CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001552 EFTA_00015026 EFTA00165804

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Bl 468-774-2038 FMAN PC 69/29/2863 12:28 246 2 PALA. HOFF PAG. tb - Articles of Incorporation Page 4 Mary R. Weber The corporation is to have perpetual existence. te. The corporation is to be unlimited in the amount of indebtedness to which itshall atany time be subject. Me sw a io e ) For the management of the busitiess and for the ‘conduct of the affairs of the corporation, and in further creation, definition, Ji » ahd regulation of the powers:of the corporation and of its directors and stockholders,it isifurther provided: 1. The number Medircators of the corporation shall be fixed by, or in the manner provided in the By-Laws, but in.no case shall the suumber be less than three. The directors need not be stockholders. i In furtherance aud not in limitation of the powers conferred by the laws of the Virgin Islands. and’ subject at all times to. the provisions thereof, the Board of Directors is expressly authorized and empowered: a) ~ Subject to the right of a majority of the stockholders to:ameénd, repeal, alter or modify the By-Laws. at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, fixing or altering the management of the property of the corporation, the governing of its affairs, and the manner of certification | and transfer'of its stock. b) To authorize and issue obligations of the corporation, secured and unsecured, to include therein such provisions as to redeemubitity, convertibility or CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001553 EFTA_00015027 EFTA00165805

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93/23/2003 12:28 348-774-2030 \ PAUL HOFFMAN PG PAGE @7 Anticles of Incorporation Page 5 °) 1] 8) hy i) otherwise, as the Board of Directors in its sole discreti rdo its sole discretion may determine and. ‘0 anthorize the mortgaging or pledging of, and to authorize and abies execitted 1 and i -. ert iar masa poe any roperty of the.corporation, real or To determine whether any, and, if » And, if any, what. part of the ‘net f the Corporation or of its net-agsets in excess of its capital shall dreds oe fon thread aNd and to direct and detennin the use 772 contract in the same of he oxporatida with individual members of the Board of Directors'in their individual capacity or ns representatives of an Association or corporation: ” ey To sell or as ; Sermaeatisose of the eal or personal propery of the To ast apart gf Feserves, and to abolish such reserve or reserves, ot make such othe? provisi , if any, as the Board of Directors may deem necessary or uble for working capital, for additions, iniprovements and ee Aypiaat and equipment, for expansion of the business of the Cifetuding the requisition of real and personal property for thi Bpone) HR Fe mny other pipe se Of the corporation, directors) of the corporation and on such 1 conditions a8 the Board erms and of Directors may from time fo time determine. . Ons 48 the To enter into contracts for the of ‘nee . for tarms not exceeding five (3).years.' Se lnsionet of he eye rs pre thane ete nn mieten oe np aang: conan me eninge nein Sn Seeneeeninne enna cnannatesinnemnnens imtineinee snaniadLeureben« CONFIDENTIAL —- PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001554 EFTA_00015028 EFTA00165806

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CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) PAGE 09/29/2002 12:28 348-774-2038 PALL HORFA PC Anticles of Incorporation Paye 6 | | 5) To exercise all the powers of the:corporation, xcept such as ate ‘conferred by law, or by these Articles ‘of Incorporation’ or by the By-Laws of the Corporation, upon the stockholders, ARTICLEIX: | Ady person made a party to or'otherwise iivolved in any action, suitor proceeding.’by reason of the fact that he is “Gr was a director, resident agen! or officer of the corporation oF of any corporation in which he served as Such at the request of thé'car tion, shal! be indemnified by the: Corporation against any and al} amounts, costs and ex eluding but not limited to, attorney's fees, amounts paid upon judgments or awards or in lemients (Before or after suit is commenced), actually and necessarily iticurred by. or impo: sed una fp connection with such:action, suit.or proceeding, orin connection with'any appeal therein, pt in relation to matters as to which it shall be‘adjudged in such actin, suit or proceeding,’or injgonnection with eny appeal therein, that-such officer or director is liable for wilful misconduct in the” performance of his duties: The provisions of this Article shall not be deemed exclusive. ‘anyother rights respecting indemnification to which one seeking indemnification may bende a i , provisions of law, nor to further Jimittbe Tespecting indemnification referred to heréin’ administrators of any person en ited to'faden tion: an or) s The corporation téserves'the Tight to amend, alter, change, artépeal any provisions contained ‘in The Articles of Incorporation inthe manner now'or hereafter prescribed by statute and al rights conferred upon stockholders herein are granted: Subject to:this reservation, incorporation this __ day of August, 2003, | Barbara Mignon a therly Bare IN WITNESS WHEREOF we have rusde, signed and acknowledged these Articles of a8 DB-SDNY-0001555 EFTA_00015029 EFTA00165807

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ery 2artees 32:78 340-774-2038 = ae | : ’ Articles of Incorporation | Page 7 : | | TERRITORY OF THE VIRGINISILANDS . ; DIVISION OF ST. THOMAS & ST.JOHN ) The foregoing instrument vas acknowledged before me this _/#° day of August, 2003 by. | Barbats Mignon Weatherly, Ena Simon.and Mary R. Watgt. ; fi | | t $ 1 | \ i CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001556 EFTA_00015030 EFTA00165808

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-ERTIF. OF APPOINTMENT ‘ OF RESIDENT AGENT OF J, Jefirey Epstein, President of Jeepers, Inc. (“The Corporation”) certify that the board of directors of the Corporation’on June 23, 2005, did unanimously consent to the adoption of the following resolution: RESOLVED a and hereby is duly appointed to serve as resident agent for. service of legal process in the U.S. Virgin Islands with full authority fo abtept the service of legal process on behalf of the ion. Ppl al € aes } DATED: Gone. 23, 2005 | Jeffrey Epstein, ¥ ~ | ATRUECOPY | % ™’ i | ATTES ms sl } (Riege : | Cecile DeJongh; S relay: Se ! | | t H | | | | | : i | FED. R. CRIM. P. 6(e) DB-SDNY-0001557 CONFIDENTIAL — PURSUANT TO EFTA_00015031 EFTA00165809

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UNANIMOUS CONSENT OF BOARD OF DIRECTORS OF JN LIEU OF MEETING The Board of Directors of Jeepers, Inc. {hereinafter “the Corporation”) pursuant to- the provisions of Title 13 VIC 67b, unanimously consented to the following action, on this 23 _ day of June, 2005. In accord with the provisions of Title 13 VIC Section 52, it is hereby RESOLVED i Mec sh, cS 00802, EEN be and hereby is duly to serve as resident agent for service 0! Jegal process in. the U.S. Virgin laleuds with fall euthosity to necept the service of logel process on behalf of the Corporation. Dated the &%3 dayor June, » 2005 eigrnnn de gnee omen Shape enlts chee talent agate aumento do : ‘yey BE. Epstei , oe “S) “Darren Indyke, Director : & + i "y % | e } Se \ { i | j | , | i H i H t } CONFIDENTIAL —- PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001558 EFTA_00015032 EFTA00165810

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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES —t CHARLOTTE AMALIE, ST. THOMAS C~819-2003 To AU To Whom These Peeaents Stall Came: f, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that JEEPERS, INC. “tip rT of the Virgin Islands filed in my office Am oe as provided for by law, Articles of Incorporation, dilly acknowledged: “i, WHEREFORE the persois.named in the said Articles, and who havé signed the same, and their successors, are hereby declared to be from the date aforesaid, a corporation | by the name and for the purposes set forth in said Articles, with the ‘right “of succession as therein stated. a <e Witness my hand and the Seal of the Government of the Virgin Islands of the, United States, at Char- lotte Amalie, St. Thomas, this —-22th.. day of 2D. , 2023 babes A. RICHARDS CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001559 EFTA_00015033 EFTA00165811

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THE UNITED STATES VIRGIN ISLANUS. OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS \ 5049 Kongens Gade 1105 King Street Chaiiolte Amalie, Virgin Iskands'00802 Christionsted, Virgin islands 00820 Phone - 340.776.8515 se Phone - 340.773.6449 j Fax - 340.776.4612 Fax « 340.773.0330 | AUGUST 26, 2013 CERTIFICATION OF GOOD STANDING _ | This is to certify that the corporation known as JEEPERS, INC. filed Articles of Incorporation in the Office of the Lieutenant Governor on AUGUST 18, 2003 that a Certificate of Incorporation was issued by the Lieutenant Govermor on AUGUST 20, 2003 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 Di/gg CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001560 EFTA_00015034 EFTA00165812

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CONSENT OF © THE BOARD OF DIRECTORS OF SOUTHERN TRUST COMPANY, INC. : The undersigned, being all of the Directors of Southern Trust Sais Inc:,a U.S. Virgin Islands Corporation ("the Corporation"), hereby certify. that the following resolutions were nanimnogly adopted and entered into by the Board of Directors on the: 19" day-of March 2013; * “WITNESSETH: WHEREAS, the Corporation is a corporation organized ‘and existing under the laws of the US. Virgin Islands; WHEREAS, the Board of Directors as of the date of this Consent are as follows: _ Jeffrey Epstein Darren K. Indyke Richard Kahn WHEREAS, the ndedtigtied, being all of the directors of the Cotpotstion, consent to the taking of the following actions in lieu of a meeting: of the Board. of Directors in accordance with the General Corporation Law of the United States Virgin Islands (the “GCL”) and ‘waive any notice to be given in connection with the meeting pursuant to the GCL; WHEREAS, Financial Trust Company, Inc., a corporation srganized and existing under the laws of the United States Virgin Islands (“FTC”), is' the sole sharcholder of Jeepers, Inc., a corporation organized and existing under the laws of the United States. Virgin Islands Cieepeet ”), which has elected to be taxed as a qualified subchapter Ss subsidiary; : é WHEREAS, the Board of Directors of: ‘PTC determined that it is in the best interests of the Corporation and its sole shareholder, Jeffrey E. Epstein (“Epstein”), to transfer and distribute to Epstein all of the issued and outstanding shares of Jeepers, free‘and clear of.allliens, claims:and encumbrances (the “Jeepers Interest”), such that Epstein shall become the sole shareholder of Jeepers; WHEREAS, Epstein is also the sole shareholder of Corporation; WHEREAS, the Corporation’ is “the sole member of Souithern Financial, LLC, a United ‘States Virgin Islands limited liability company organized on February 25, 2013 (“SF”); and WHEREAS, the Board of Directors.of FTC has determined that it.is in ‘the best interests of FTC and its sole shareholder to merge FTC ‘into SF, upon the. completion of which merger SF shall be the " surviving entity of said merger. (the “Merget”); CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001561 EFTA_00015035 EFTA00165813

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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). 005. also been approved by the Board of Directors ‘of FTC and its sole shyesnolkes (the "Merger Agreement’); oF WHEREAS, in connection ith the’ Merger and. pursuant! to’ the provisions of the Metger 7 Agreement, Epstein is to ‘surrender for cancellation ten. thonsand (10,000) shares ‘of the Common Stock of | FTC; representing ‘all of the issued ‘and outstanding shares of FIC’s Common Stock and all:of such issued and outstanding:shares held by Epstein, and in consideration of FTC’s merger with and into SF, the wholly owned subsidiary of the Corporation, and the traasfer of all-of FIC’s assets to SF by operation of law as a result of such Merger,.the Corporation is to issue an additional ten thousand (10,000) shares oti its: Common ‘Stock, $. O1 par value (the “Gommnot Stock”) to Epsteiny (the | ~Addisousl Shares’ a are : WHEREAS, the Board of Directors’ of the Corporation has. deteizpinel that it is S both advisable . , and in the best interests of the Corporation ‘and of Epstein, as the sole shareholder of the Corporation, that S the’ Merger be consuromated* upon, in-accordance with, and: subject to the’ provisions of the Merger -..: Agreement, and that in connection therewith, the Sore issue the Additional Shares:to Epstein; ° : NOWTHEREFOREBEIT; = . ye RESOLVED, that, after consummition by FTC of its issnance'to Epstein of the Jeepers Interest, Cee the Merger, upon, in accordance with,-and subject to, the terms and conditions of the baci ee be and it is hereby authorized.and sppinred, : ‘ RESOLVED, that it is inteaded that the Meeker qualify as a tax- tec reorganization umder section ey 368(a)(1)(A) of the Internal Revenve Code; , RESOLVED, that the form and peovinoas of the Merger Airocaicet be land er hereby are~ a adopted and approved; : | RESOLVED, in connection with the Merger and pursuant to the provisidas of the Mesges Agreement, the Conpeentinn’ issue the Additional Shares to JE. RESOLVED, that, the Presidéat of the Corporation br; and he hereby is; idebodioed empowered and directed, for and on behalf of the Corporation, to,execute and deliver the Merger Agreement, and to execute and file with the Office of the Lieutenant Governér of the United States Virgin Islands Articles of” | Metger in form and substance that has been approved by legal counsel to. the Corporation as being® compliant with the requirements < of the GCL and necessary Or appropriate in order to. effectuate Merger in accordance with the provisions of the Merger ‘Agreement, and. i RESOLVED, that the officers of the Corporation be, and each of them Hereby is, wuthoribed., empowered and directed, for and on behalf of the Corporation, to execute-and deliver allisuch agreements, ; documents and instruments, to pay all such costs, fees and expenses, and take all such other action.as such officer-deems necessary or advisable in order to consummate the Merger i in accordance with the provisions: Of she Menges Agreement: PSE aaenee i ; Kaeh CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001562 EFTA_00015036 EFTA00165814

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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 19" day of March, 2013. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001563 EFTA_00015037 EFTA00165815

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Current Classification: (click here for help) Internal Es Jeffrey Epstein Source of Wealth [I] “Sel Seldon Clarke to: MO CIP 09/30/2013 01:56 PM History: This message has been replied to. Sender Date ¢ Jeffrey Epstein Source of 3, Seldon Clarke 09/30/2013 01:56 PM Fran M Wickman 10/01/2013 11:25 AM Re: Jeffrey Epstei Classification: For internal use only Jeffrey Epstein began his financial career in 1976 as an options trader at Bear Stearns. He specialized in mathematical models such as the Black-Scholes option-pricing model and later worked in the special products division, advising high net worth clients on tax strategies. In 1980, Epstein became a partner at Bear Stearns. In 1982, Epstein founded his own financial management firm, J. Epstein & Co., managing the assets of clients with more than a billion in net worth. In 1987, Leslie Wexner, founder and chairman of the Columbus, Ohio-based Limited chain of women’s-clothing stores became a well-known client. In 1996, Epstein changed the name of his firm to The Financial Trust Company and based it on the island of St. Thomas in the US Virgin Islands. In 2003, Epstein publicly bid for New York Magazine, along with advertising executive, Donny Deutsch, investor Nelson Peltz, publishing mogul and owner of The Daily News, Mortimer Zuckerman and film producer Harvey Weinstein. They were ultimately out bid by longtime wall street investor Bruce Wasserstein for $55 million. In 2004, Epstein and Mortimer Zuckerman, committed to finance up to $25 million to back Radar, a celebrity and pop culture magazine and Maer Roshan, its editor in chief and founder. Epstein and Zuckerman were equal partners in the venture, and Mr. Roshan retained a small ownership stake Since all but one of his financial clients are anonymons, it has been speculated that much of Epstein's lavish lifestyle was once financed by Wexner. In September 2002 he flew Bill Clintan, Kevin Spacey and Chris Tucker to Africa in his private Boeing 727, to promote the former president's anti-AIDS efforts. He was also friends with Prince Andrew, Duke of York, whom he hosted in his New York mansion in December 2010. In addition to his private island called Little St. James Island off of St. Thomas in the U.S. Virgin Islands, Epstein owns a 50,000-square-foot (4,600 m2) townhouse in Manhattan that was formerly owned by Les Wexner. The townhouse is reported to be the largest private residence in Manhattan. He also owns a villa in Palm Beach, Florida, an apartment in Paris, France and a 10,000-acre ranch including a 26,700-square-foot hilltop mansion in Stanley, New Mexico, south of Santa Fe. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001564 EFTA_00015038 EFTA00165816