Deutsche Bank , Private Wealth Management Corporate Account Authorization and Terms and Conditions Officer's Certificate Account Number: ‘ ven “L the duly elected and acting Coe yo of Southern Trust Company, Inc {the “Corporation”} hereby certify that: {1) The following resokions were adapted by unanimous consent of the Board of Directors of the Comoration onthe = ~ day of (ly - aos : RESOLVED, that any persons designated by the Pec) flue {— of the Corporation are authorized on behalf of the Corporation to: Ww Open and maintain one or more brokerage ecopuntis) for and in the name of the Corporation at Deutsche Bank Securities inc. (referred to herein as “DBS!"} (induding any successor thereat); (8) Deposit, deliver, assign, withdraw and transfer funds, instruments and securities of any type; (C} Se® any securities owned by the Corporation; (D) S8uy any securities in 2 cash account and (E} Buy, sell and sell securities {inctuding put and call options) short in a margin account; and (DELETE (E) IF INAPPLICABLE) {Fl Execute all documents, snd exercise and direct the exerciee of all duties, rights, and powers, ond take all sctions necessary or appropriste to perform the powers enumerated above FURTHER RESOLVED, that the ec é Sent of the Corporation shall certity in writing any changes in the powers, office or identity of those persons sutherzes to perform the powers enumerated above. OBS! may rely upon any such certificate of authority furnished by tha Corporation unt? written certification of any chenge in authority shell 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 previousty certified by the Corporation shall not be atfectod 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 tha Corporation is hereby authorized to certify these resvlutions Yo whom it may concern. | (2) Each of the following are authorized to perform the powers enumerated in the foregoing resolutions and by signing hie or har name in this section 2 agrees on behalt of the Corparation to the Terms and Conditions attached hereto: (Ust narne and corporate position) Name Position Signature ‘ Name Position F Naene Position ! Sagnature Signeture Deutsche Bank Securities Inc., 4 subsidiary of Deutsche Bank AG, conducts Investment banking and securities activities in the United States. HE 09-PWb"-0186 Corp Acct Auth & T&C (02/12) CORP 0064 20-022212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001665 EFTA_00015139 EFTA00165917

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a The Corporstion is duly orpenized and existing under the laws of the State of (he US. Virgin JE lenlfnd hes the powers to take the actions euthorized by the resolutions certified harein. (4) No action has been taken to rescind or amend said resolutions, and they are now in full force and effect. 6) No one other than the Corporation shall have any Interest in any account opsned 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, have hereunto affixed my hendand the sel ofthe Conporation ths hi amet Tole __ 90/3. Please note: A second centitying officer must sign if the tirst certifying officer is one of the persons listed in section 2 * Corporate Title of Second Certifying Officer IF THE CLIENT 1S INCORPORATED OUTSIDE THE UNITED STATES, THE CLIENT MUST COMPLETE AND RETURN A FORM W-8 ALONG WITH THIS OFFICER'S CERTIFICATE. (03-PYYM 0186 Corp Acet Auth & T&C (02/12) CORP 008420072212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001666 EFTA_00015140 EFTA00165918

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‘ARTICLES OF INCORPORATION , OF _ FINANCIAL INFOMATICS, INC, 0 We, the undersigned, for the purposes of associating to establish a corporation for the transaction of she business and the promotion and cotiduect of the objects and purposes: hereinafter stated, under the provisions and subject to the requitements of the. laws of the Virgin Islands of the United States (hercinafter called the “Virgin Islands”), and particularly the General Corporation Law of the Vitgin Islands (Chaptet 1, Title 13, Virgin Islands Cotte), as the same may be amended from time to time, do sitake and file these Articles of Incorporation in writing and do certify: . ARTICLE L ‘The name of the Couporation (hereinafter referred to as the "Corpotation") is Financial Infornaties, Inc. ARTICLEIL The principal office of the Corporation in the Virgin Islands is located at 9100 Havensight, Port of Salo, Suite i 15-16, St. Thomas, U.S.. Virgin Islantls, 00802. and the name of the resident agent of the Conpomtion’ is i Kéllerhals Ferguson LLP, whose mailing address is 9100 Mavensight, Poit of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802, and whoxe- physical addvess 9100: Havensight, Port of Sate, Suite 15-16, St. Thomas, U.S. Virgin Islands, ; | ARTICLE 1 Without limiting in any manset the scope and generality of the allowable functions of the Corperation, it is hemby provided that the Corporation shall lave the following purposes, objects and powers: -, (1) ‘To engage in any tinwful business in the United States Virgin Islan (2) ‘To enter into and carty out any Contracts for or in eclation tu the foreguing business with ay Petzon, ‘hem, aysuciation, corporation, or pavernment or governmental agency, | ‘ ; @) To conduet its business in the United States Virgin Islands and ts have offices within the United States H Virgin Islands, H Leu (4) ‘To borrow ortaise moncy to any athount, permitted by law by Ure gale of isstance-of obligations of any kind, to guarantee loans, other types of indebtedness and Gnancing obligations, and to secure the foregoing by : mortgages-or other liens upon any and all df the property of every kind of the Corporation. | (5) ‘To do all. anil everything necessary, suitable and proper for rhe accomplishment of any of the purposes of the atrainmeat. of any of the. objects or the exercise of any of the pdwer herein set forth, either alone or in conncetion with other firms, individuals, associations oF corporations ii the Virgin Islands and elsewhere in the United States and foreign countries, and to do any othet acts of things incidental or appurtenant to or growing out of er connected with the said business, 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 lusiness corporations whether expressly crumerated hetciit or nat. ‘The purposes, objects and powers specified in this Ariclé shall not be fimited or restricted by reference to the turins of any other subdivision or of ay other article of these Acticles of Incorporation. 1 wet SE CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001667 EFTA_00015141 EFTA00165919

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ARTICLE LY, The rotal number of shares of all classox of stock that the Corporation is authorized tu meue is “Ten ‘Thousand, (10,009) shares of common stock at $-61 par value; no preferved stock authorized, ‘The minimum amount of capital with which the Corpomtion will. commence business is: One ‘Thousand Dollats ($1,000). : ARTICLE V ‘the names and places of residence of each of the persons forming the Corporation ate ai follows: NAME RESIDENCE Hirika A. Kellezhals Gregory J. Ferguson Brett Geary ARTICLE VI ‘ ‘The Corporation isto have pecpetital existence. ARTICLE Vi For the management of the: business aid for the conduct of the affairs of the Corporation, and in further creation, definition, limitation,and tegulation of the powers of the Corporation and of its ditectors asl stockholders, it ix further provided; ~ oe (t) The number of ditectors of the Corporation shall be fixed by, or in the manner: -proviiled' in,-the by-laws, bit i no case shall the number be (ewer than three (3). ‘The dircetois seed not. he stockholders. “3 (2) Th. futtherance and not in limitation of the powers conferred by the laws of the Wixfin Talands, and subject at‘all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: (a) ‘Yo make, adopt and amend the by-laws of the Corporation, subject to the pawers of the stockholders to alter, repeal or modify the by-laws adopted by the Board of Directors. (b) ‘Lo authorize and issue obligations of the Corpouitioi, secured and unsecured, to include therein such provisions as to rédcemability, convertibility ot otherwise, as the Board of Directors in its sole discection may determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and lieris upon any property of the Corporation, real of personal, including: after acquiced property. (cy — Te determine whether any and, if any, what part of the act profits of the Corparition or of its net assets, in excess of its capital shall be- declared in dividends and paid to the stockholders, and to direct and detéemine the use and disposition thereof, CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001668 EFTA_00015142 EFTA00165920

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(d) To set apart a rexctve or reserves, aad to-abolish such reseeve or réservex, or to make such other provisions, ifany, ax the: Board of Directors may deem necessary ot advisable for working, capital, for sdditions, improvemenrs and hetterments to plant and | equipment, for expansion of the business-of the Corporation (including the acquisition of real ahd ‘personal property for this purpose) and Tor any other purpose of the Corporation, : (?) Vo establish bonus, profit-sharing, pension, ‘thrift and other types ef incentive, compensation or retixement plans for the officets and employees (including officers and ; emplayces who are also dixectots) of the Corporation, and to fix the amount of profits to be disteibtited or sharcil or contribyted and the amounts of the Cotporation's funds or athervise to be devoted thereto, and to determine the persons to participate in any such plans and the amounts of their respective participations. . (9 ‘To issue or prot Options for the purchase of shares of, stock Gf the Cotporation to | officers and cmployces (including officers and employees who ate also directors) of the | Corporation arid on.such terms and conditions as the Board af Ditectors may from time to-time détermine. 3) ‘To cuter into Contracts for the Management of the business of the Corporation for terms 1 not exceeding five (5) year. | (h) To exercise all the powers of the Corporation, except suck as are conferred by haw, ot by these Articles Of Incorporation or by thé by-laws of the Corporation upon the ! stockholders. - : H 0) ‘Yo issue such clasées of stock and.seties within any class of stock with such valuc and voting powers and with such designations, preferences and telative, pasticipaling, optional or other special tights, and qualifications, limitations or restrictions thiéteof ge is stated in the resolution oF resolutions providing fot tic igwe of such stock adpjted. by the Board of Directors and duly filed with the office of the Lt. Governor of the Virgin Islands in accordance with Sections 91 and 97; Chapter 13, Virgin Islands Code, as the same.may be amended {rem time to time. te os No stockholder shall sell, convey, avsign or othenyise truisfer any of his or bes, shares of stock withour first ! ' offering the. same to the Corporation at rhe lowest price at which the stockholder is willing to dispose. of tle : same; and the Corporation shall have thiety (30) days within which.to accept. satne; the Corporation shall notify i the stockholder of.its election ia weiting. ]f accepted by the Corporation, the stockholder shall jsrotiptly assign ! the shues of stock to the Coxpiinition, and the Corporation shill promptly pay therefor. If the Corposition ! rejects the offer, then the stockholder, shall offer the stock to the-scinaiding stockholders Onder the same texmis as offered to the Corporation; aivd the remaining stockholders ‘shall. have thirty: (30) days within which to _ collectively or individunlly secept the same in weiting. If the tcinaining, stockholders reject the offet, then the \ stockholder shall have the cight-to sell the stock at the fanie or a greater price than that at which it was offered to | the Corporation, If the stockholder shall desire to sell the stock at a lesser ptice than thiit originally quoted to { the Corporation, the stockholder must chen tepeat the process of offering the: stock for sale to the Corporation and the stockholders in ture. Shares of stock-in this Corporation shall not be transferred of sold uri the sale or transfer has been repouteil to thé Board of Directors and approved by them. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001669 EFTA_00015143 EFTA00165921

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No stockholder shull pledge as cottateral for inclebtedness any shares of stock without first obtaining the waitten consent of a majocity of the disinterested members of the Board of Directors of the Corporation. ARTICLE IX Ac all clections of dirctors, cach stockholder shall be entitled to ay many votes ns.shall equal the number of | votes (hrit (excep! for such provision us to cumulative voting) the stockholder would be entifled to cast for the i election pf directors. with respect to his or her shares of stock miultiplicd by the number of. directors w be i clected. The'stockholder may cast all wotes for » single director or distibuty theny ainong any two or more of | them-as he. or she may see fit. At least ten. (10) days tiotice gtiall be given, however thé shascholders are entitle to i waive notice of the meeting as provided by law. Furthermore, the mecting and vote of stockholders may be ' dispensed with, if all of the stockholders who would have heen entitled to vote pon the action if such meeting - 4 were held, shall consent in writing to such corpomte action beiag taken. ARTICLE X i Subject co the provisions of Section 71, ‘Title 13, Virgin Islands Code, the Corporation inay enter into contracts or otberwise transact business with one or more of its directors ot, officers, of with any firm or association of which one of more of its diéectom o¢ officers are mepibers Gr employees, ot with any other corporation. o association of which. one ot more of its ditectory of officers ate stockholders, dlitectors, officers, or employees, | asd no such contract or transaction shall be invalidated of in any way affected by the: fact that suck director or divectors or officer or officers have or inay have intetesty therein that are or might bé adverse to the interests of the Corporation even though the vote of the director. ot directors liwving such adverse interest /s necessary to obligate the Corporation-on such contract or teansaction, provided that in any such case the fact of such interest shall be disclosed or known to the ditectors or stockholders acting on .or in roference to such contract oF transuction. No ditector-ox directors or officer or officers having such disclosed or known advetse, iatereat shall be liable. to the Corporation ot to any stockholder or creditor thereof or to airy other person2for any loss incurred by it uider or by reason Of any such contractor transaction, nor shall any such disg2jor or ditetpors or officer or officers be accountable for any gains or profits realized thereon. The provisions of this:Acticle shall | not be construed to invalidate or in any way Affect any contract or transaction that wouldrothermgise +e valid | under law, an “@) The Conporation sll indemnify any person who was or is a party or is threatened to be innile a party - to any, thtedtened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action. by or in the right of the Corporation) by reason of the fact that he or she is or was a dixector, officer, employee, or agent of the Corportion, or is or was serving at the tequest of the Corporition as a director, officer, employee, or agent of another corpotation, partnership, joint venture, trust, or other enterprise, agdinst expenses (inclading attorney's _ fees), judgments, fines, and amounts paid in‘settlement actually and reasonably incurted by him or her in connection with such action, suit, or proceeding if; | Q) her she acted (A) _ in good faith and (3) ina manner reasonably believed to be in or not opposed to the best interests of the Corporntion; and, . 2} with reepect to any critninal action or proceeding, he-or she had wo reasonable cause to believe his or her conduct was walawfal,. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001670 EFTA_00015144 EFTA00165922

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‘Lhe termination of any action, sit, or proceeding: by judgment order, settlement, conviction, or upon a plea of nolo contendere or ita equivalent, shall not, of itself, crcatea presumption that the person did not act in pood faith and ii a manner which be or she vesixonalsly believed to be in or not opposed to the best interests of the Corporation and, with respect w any ctitnihal action or i procecding, had rezsonable cause to believe that his condtict was unkewful, i (6) ‘The Corporation sliall indemnify any person, who was or is 4 party or is thxeatencd to be made x piarty, | tony threatened, pending,-or cotmpleted action. ot suit by or in the right of the officer, émployce, or | agent of the Corporation, or is or was seeving ut the request of the venture, trust, or other entesptixe ‘against expenses (including attorney’s fees) actually and rcasonalsly incysted by him or her in 1 counéetion with the defense-or settlement of such action. or guit if He or she acted: . | (1) in good faith; and (2) ina mannee he or she, reasonably believed to be in or not opposed to the i dent interests of the Corporation, ; : i However, no indemnification shall be made in respect af any claim, isste, of. matter as to which such person. shall have been adjudged to be tinble for negligence Gf misconduct in the Performance of his or het duty 10 the Corporation uniess,and only tothe extent that the court in which sach action: or suit. is bronght shall determine upon application that, despite the adjudication of linbility but in view of all the circumstances of the cave, such person is fairly and reakinably entitled to indesnity for such expenses which the court shall déem proper, (©) To.the extent thaca director, officer, employee, cr agent of the Corporation has been successful on the i merits oF otherwise in defense of any action, suit, or proceeding ceferred ta in subparagraphs (a) and H (h), ot in défense of any claim, issue, or matrer-therin, he or she shall be indemnified 1 agaifist expenses H {inclading attorneys’ fees) actually and reasonably dngurted hy him ox her.in connectigns tegewtit, (a) Any indemnification under. subparygraphs fa) and (b) (unless ordered by # court) shal beads by the Corporation only ax authorized in the specific case upon a determination that he ar she, had met the { applicable standerd of conduct set forth in subparnpraphs (a) and (0b). Such devcpinituiten shall be made: * = i parties to-such action, suit, or ptoceeding ac . t (2) if such. quocum bs not obtainable, or ever if obtainable. a quorum of disinterested directors so directs, by lectepeyatioes legal counsel ju a written opinion; or (3) by the stuckholderss. «) Expenses incutred in defeating a civilor ceiminal action, sait, or ptocecding may be paid hy the Cotpotation in'advance of the final disposition of such action, suit, or procecding as authorized by the haanrd of directors in the specific case upon teceipt of an'undertaking by or on behalf of the director, officer, ployee, or agerit to-repay such atnounts wnilews it shall ultinvately be determined that he or she is eatitled to be indemnified hy. the Corporation as suthorized in this article. } () The indemnification provided by this Article shatl nat be deemed exclasive of any other rights to which those secking indemnification may be entitled under any bylaw, agreement, vore of stockholders of | dixinterested directors, or athenvise, both as to Action irr his or hex official capacity anctas to action in { (1) by the board of ditectois by ‘a majority vote of a quorum consisting of direcrnis who wete not | another capacity while holding such office, aid: shall continue. as to a person who has ceased to be # | 4 ‘ . ie eerie ateenenernns eee 7 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) , DB-SDNY-0001671 EFTA_00015145 EFTA00165923

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; n - directar, officer, employee, or agent and shall inte to the benefit of the heirs, excentor, and * adminixtzators of such person. (®) ~The Corportion shall have power to purchase and maintain insurance on bebalf of any person who is or was a dircctot, officer, empkiyee, 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 cospiration, partnership, joint ' venture, tust, or other enterprise agaiist my liability asserted against hin o¢ ber aud iucurred by him ot her in aiy such capacity, ot arising ovt of his ot her status as such; whether or not the Corporation avould have the power to indemnify hin or her against. such iability under the provisions of this Article. ARTICLE XII Incorporation and to add or insert, othér provisions authatized by the laws of the Virgin Islands in the manner amd at the time prestribed by said laws, and all cights at any time conferred pon the Board of Directors and the stockholders by these Articles of Incorporation are granted subject to the provisions of this Article. ¢ e 7” a* . oO | [signature pape follows} i 6 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001672 EFTA_00015146 EFTA00165924 ‘The Corponition reserves the tight to amend, altct or repeal’ ny of the provisions of these Articles of —

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IN WITNESS WHEREOR, wi have hereunto subscribed aur nantes this TZth day of November, 2011, Birika A. Keleg Ini aa Sregory Rengoesy Incarporat “> TERRITORY OF THE UNITRD STATES VIRGINISLANDS. — ) DISTRICT OF ST. THOMAS AND ST. JOLIN ) ‘ ; | The forepoing instrument was acknowledged before me this 17d) day of November, 2011, ‘y Grika A, Kellethals, Gregory J. Ferguson, and Béett Gey. | Public arnedepeem rane ¢ badimewibie ous GINA MARIE BRYAN - NOTARY PUBLIC NP MA COMMISSION EXPIRES ST. . THOMASIST. . JOFIN, USVI i = CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001673 EFTA_00015147 EFTA00165925

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OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens Gade . 1105 King Street Charlotte Amalie. Virgin Ishands 00802 -Chnistionsied; Virgin islaneis 00820 Phone - 340.776.8515 ° Phone - 340.7 73,6449 Fax -.340.776,4612 Fx - 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. P enise Johannes Director, Division of Corporation i and Trademarks H Ds/eg CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001674 EFTA_00015148 EFTA00165926

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Corp No, 581874 : GOVERNMENT OF = THE viRGIN ISLANDS OF THE UNITED: STATES | ae Oe. ‘CHARLOTTE AMALIE, st. THOMAS, w ooso2 ves on "eas os Se a genie ofthe Vitis Islands filed fn'my ais é Inenspotations duly eS BEDI Od CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001675 EFTA_00015149 EFTA00165927

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4 . SH IRSDMEMENr Or THE TREASURY INTERNAL REVENUR SERVICE CINCINNATI. OK 45999-0023 Dato of this notice: 02-14-2012 lei Mumibex > Fota; S8-4 Mauber of this notice: CP 575 A PINANCIAL. INFOMATICS INC 91.00- HAVENSIGHT 25 26 ST THOMAS, VE 0802 For afeistance you way ¢a}l us at: 1-800-829-4933 IF YOU WRITS, AITACH THE STUB AT THE END-‘Olr THIS NOTICE, . WE ASSIGNEO YOU AN EMPLOYRR IDENTIFICATION, NUMBER | Thank you tor applying for an Enployer Identification Number (RIN), We assigned you MIN 66-0775661. This BIM will idencify you, your business accounts, tax veturtis, and | documents, even if you have no esiployees, Plesse keep thin rotice in your permanent When filing tax docymeriis, payments, and -related correspondence, it {6 very important } that you use your RIN and complete name and addreds éxactily as shown, abowa, Any variation H way cause a delay in processing, result in ineorrect information in your account, or even i causa you to be assigned more than one EIN. Hf Che information is not correct am show | above, please make the correction using the attached tear off stub and return if to us. Based on the information received. from ] x you. or your representative, you aust file the following form{s) by the date(s) sliown. . Porm 94138 01/32/2013 ; Form 4120 03/15/2014 . If You have questions about the form(s) or the dme date(s) shown, you can cali ys at the phone. nusber or write to us at the addrese shown at the top of this notices. ff you neéd help in determining your antival acenunting period (tax year), sée Publication $30, H Accounting Periods. and Methods. We assigned you a tax classification based dn infomation obtained from you or: your representative. It ie not a legal daterninatfon of your tax clacsification, and ie not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from tlie IRS under the guidelines in Revenve Procedure 2004-1, 2004-1-I.R.B. 1. lor superseding Revenue Procedures for the yoar at. issue). Rote: Certain tax classification elections can be requented by filing Porm 8032, Entity Classificarion Blection. sea Porm 6832 and its instructions for additional Lutorwacion. IMPORTANT, INPORMATION YOR & CORPORATION ELECTION: i If you intend to alect to file your return as a small business coxporation, an \ eldction to file a Form 1120-8 tust be made within certain ¢imelrames and thd ' corporation must meet certain tents. AXL of tiie information ta inc)uded ln the instructions tor Form 2553, Blection by a Swall Dyusiness Corpération. 4 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001676 EFTA_00015150 EFTA00165928

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| . po | | , | | GOVERNMENT OF _ ; | | THE VIRGIN ISLANDS OF THE UNITED STATES | | -O- | | | CHARLOTTE AMALIE, ST. THOMAS, VI 00802 | { | . { | | | { To Whom Th These Presents Sha Shall Come: t rr —e— i | I, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that ; | FINANCIAL INFOMATICS: INC, 1 } @ Virgin !slands corporation, filed in the Office of the Lientenatit Governor on i i September 21.2012 as provided for by law, Certificate of Amendment Articles of H | | Tneorporation, duly acknowledged; changing its name to | : t i i} WHEREPLORE the said Amendment is hereby declared to have been duly recorded in | | this office on the aforesaid and to be in full force and effect froma that date. | } H : t 1 | - | Withess my hand and thé seal of the | Government of the United States Virgin Islands, at Charlotte Amalie, this 317 day of H October, A.D. 2012, ; L -ieutenant Governor of the Virgin islands | ae . | | CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001677 EFTA_OOO1S151 EFTA00165929

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OFFICE OF THE LIEUTENANT GOVERNOR | DIVISION OF CORPORATIONS AND TRADEMARKS =~ | THE UNitED STATES Viktor ISLANDS H ' 5049 Kongens Gade 1105 King Street Cherlotle Amalie, Virgin Isancis 190602 Christiansted, Virgin blonds 00820 t Phone - 340.776.8515 Phone - 340.773.6449 | Fox - 340.776.4612 . Fox 349,773,0330 | i - >| June 25,.2013 | | ICATION OF } STANDIN | 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 DECEMBER 8, 2011 authorizing the said corporation to:conduct business in the a Certificate of incorporation was issued by the Lieutenant Governor on Virgin Islands and the corporation is considered to be in good standing. enise Johannes Director, Division of Corporation and Trademarks | Oi/eg CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001678 EFTA_00015152 EFTA00165930

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CONSENT OF THE BOARD OF DIRECTORS OF ~ SOUTHERN TRUST COMPANY, INC. The undersigned, being all of the Directors of Southem ‘Trust Company, ‘Ine, aUs. Virgin Islands Corporation ("the Corporation"), hereby certify that the following resolutions were unanimously adopted ™ and enteted into bi the Board of Directors on the 19 day of March 2013. WITNESSETH: WHEREAS, the Capone is a Corporation organized and existing under® the laws of the U.S. Virgin ions WHEREAS, te Board of Diectos as ofthe dite ofthis Cooteat a lows Jeffrey Epstein Darren K. Indyke WHEREAS, the undersigned, being all ofthe director of the Corporation, consent tothe 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 aed and waive any notice to be given in connection with the meeting pursuant tothe GCL; - WHEREAS, Financial Trust Company, Inc., . corporation organized and existing undet the laws of the United States Virgin Islands (“FTC”), is the sole sharcholder of Jeepers, Inc., 2 corporation organized: - and existing under the laws of the United States Viagio Islands (“Jeepers”), which has elected to be taxed as a qualified subchapter s subeatlary; : WHEREAS, the Baad of Directs of FTC: detetminid that itis in dhe best iterest of the Corporation and its sole shareholder, Jeffrey E. Epstein (“Epstein”), to transfer and distribute to Epstéia all of the issued and outstanding shares of Jeepers, free and clear of all liens, claims and encumbrances * (the “Jeepers Interest”), such that Epstein shall become the’sole shareholder of Jeepers; "WHEREAS, Epenin’ is eho the sole shareholder of Corporation | WHEREAS, the Corporation is the sole wisibe: of Seotheaa 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 - arid its-sole shareholder to: merge FIC into SF; pon th the completion of which merget’SF shall be. the surviving entity of said merger ™ “Merger’); CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001679 EFTA_00015153 EFTA00165931

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WHEREAS, it is intended that the Merget be effectiated upon; in accordance with, and subject to, the provisions of an Agreement and Plan of Meeger 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 i is to surrender for cancellation ted thousand (10,000) shares of the Common Stock of FIC, representing all of the issued and outstanding shares:of FTC’s Common Stock and all of such issued and. outstanding shares held by Epstein, arid in consideration of FTC's merger with and into SF, the wholly - owned subsidiary of the Corporation, and the transfer of all of FTC’s assets to SF by opetation of Jaw as a result of such Merger, the Corporation is to-issue an additiorial ten thousand (1:0,000) shares of its Commoa Stock, $.01 pat value (the “Common Stock”) to Epstein (the “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 upow, 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; “RESOLVED, that, afier cofistimimation by FTC hi its issuance to Bete of the Jeepers lntecdst, the Merger, upon, in'accordance with, and subject to, the terns and conditions of the Merger Agreement, - ; and it is heteby authorized and approved. ! : RESOLVED, at ined it he Meg gf eet in 368(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form and provisine of the Merget Agreement, be and they hereby are adopted and approved; RESOLVED, i in connection with the Merger tind pitrsuane to the Provisions of the Merger Agreement; the Corporation i ‘issue the Additional Shares to JE. RESOLVED, that, the President of the Corpotation-be, 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 file with,the Office of the Lieutenant Govémor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in Geter te effectuate Merger in © ae with the Provisions of the Merger Agreement, and + RESOLVED, that the. sihicgss of the Corporation be, ‘and each of thém hereby is, authorized, empowered ard directed, for ad onibehalf of the Corporation, to execute and deliver all such agreements, . documents and instruments, to pay-all such costs, fees and expenses, and take all such other action as such officer deems necessary or advisable in order to consummate the Merger an accordance with the provisions . of the ¢ Merger ‘Agreement. { NOW THEREFORE BE IT: SEE LURE ae arn \ CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001680 EFTA_00015154 EFTA00165932

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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 al day of March, 2013. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001681 EFTA_00015155 EFTA00165933

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' CONSENT OF: THE BOARD OF DIRECTORS OF i FINANCIAL INFOMATICS, INC. » The wiccinguedl being’ all “a the Directocs of Ficsetiah Infomadcs Tne., a v S. Vises Tetands. Corporate ("theCorporation"),: hereby certify that the. following resokitions were, unanimously adopted and enteted into ihe ithe-Board- of Directors on the 18*:day, of November, 2014: ; 3 ress WITNESSETH: WHEREAS, the Corporation is’ 4 corporation. on and existing under the: laws -of f the. Us. Virgin -Istands; and ° . . WHEREAS, the Contoeicon was 3 duly formed in. the United States Vio Isbinds on Noveinber - 18,2014; and : Bey WHEREAS, the. Board of Dinettes as of the date of this Congent areas follows Jeffrey Epstein : Darren Indyke. | : » Richard ‘Kaho e wniensas. the indeioad being all of the. diréchois of Fi iniaidal ‘Wlbradies; ‘Ine: consent, Sitka taking of the ‘following: actions in lew of a meeting: ‘of ‘the ‘Board’ of Directors in accordance with \the cofporation laws-of the United States Virgin Islands and waiveiany notice to be given in connection m sth the mecting pusteant ¢ to the comperstion. Jaws of United Stages Virgin sands, and © “WHEREAS, this cotporation is ‘iithuiied, sini its archi of i inieiizporation, to'issie © an! gregate af : : 10, 000 shares of stock of the par value of $.01 per hue and?, WHEREAS, a depository shall bs “established for the ‘funds of the cite ‘and ‘deta who are authorized todo 80 inay wiehdiye them on behalf of thé corporation; and NOW THEREFORE BE rr RESOLVED, hat all actions taken by: the incorporatots of the Corporation dung the ‘period fromm. November 18, 2011 ‘through: the date of this Consent, including, but not Limited to, lig the Certificate of Incorporation‘ of thie:C corporation ; and adopting :the initial: By-Laws of the Corporation, be, ect each of the same heteby is, in y refperts, cqafed, adopted and approved; ae it is further ; : RESOLVED, thar the officers of the Corporation shall inchade a President, and may ‘include orie or more Vice are a Secretaty anda THe gsueS, ans | it is durttiex: : RESOLVED, that cach of the: fillowing persons is hereby ie and ected we. the office set : forth oon his.name below to;serve as such in actgedance with ‘the yee: wwionis Gf ihe: By Taiws, ‘of we ; CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) — ENS A pee RNS or Baa) Se —w Thus tages 2 ere DB-SDNY-0001682 EFTA_00015156 EFTA00165934

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. Corporation und} the ‘next mieetirig: of directors of -the;Corpotation icamedianely following the: ext sntiusl ~ ‘meeting of the stotkholders of the Eenoguent and unul bis successor shall have been ay elected and shall have quite y ‘ : Jelteey Epic, President F Darren Indyke, Vice President-and Secretary Richard Kahn, Treasurer. And jt is forther -RESOLVED, that the officers of the Cospceation be; and each of chem hereby is authiotiéed,. empowered ind difecred to produce all books.of account, stock books and other materials and supplies _: necessary of appropriate in connection with maintaining dl the records and conducting the business of. the Corporation, ahd to pay all costs and’expenses and, to: -make’full reimbursement for all apenas Meds § in connection with the pepe of the: Coepobation: tnd icis forthiet : : RESOLVED, that the specirhien of stock certificate to ‘idence shares of the Common Stock, par vive . of :01 (the “Common Stock”), of the Corporation ‘in the: form submitted to the undersigried, whichis to be filed with -this Consent, bé and the. samé -heréby-is; dpproved and adopted;. afid. the President,cthe Vice President,-the Secretaty and/or,any-other officers authorized; by the By-laws. of..che’ Corporation’ be, and’, each of them. hereby is, authorized) to. issue’ ‘Certificates in’ such fora for shares ‘of: fully paid. and non- ‘assessable Common. Stock: when the: issuance teretl'g fs 6 dole ‘authorized by: the: Board-of: ‘Directors of the . Compo ani ie fuer Be Pace * 4 “RESOLVED, da the ‘Coipiticn accept shejaibyeipéon: af jeffig E Epstein for id (000 ‘shates ‘of Common Stock, upon the. terms and conditions contained in. the subscription’ agreerient, dared as of November 18; 2011 of Jefircy E: Epstcin, a.copy of Which Shall-be filed: ‘with the official records: of! the: . Compocation, and iti is further RESOLVED, that the Vice Pocsktont's and the; FT sesiures of ‘he Corporation ‘be, atid-éach’ of them hereby is, authorized ‘and directed'to issue, of behalf of the Corporation, to Jeffrey B. Tepstéin, « parrificate’ ‘for 10,000 shaces of the Common Stock; and. itis further % RESOLVED, that all of the 10) 000 ibrak of the ‘Gatiinod Stock:as authorized. foe issuance bie by thes“: immediately preceding resolution shall bein all: respects, ‘wher! issued & as aforesaid, sini issued, fall paid’ “and fronratees sates ier It ig: further i f : “RESOLVED, that the seal an ) impression of wich appears Jn the margin oF this Consent, be, pe the same hercliy is adopted’ as the seal af the G “orporatign; nr itis further’ * "RESOLVED, thar: the corporate “recoid book ‘and tha stock transfer ledger thereof, be’ iad ‘ci of the same hereby i is, adopied as the record book and stock transfer ede, respecuy’ ely, of ‘the Gq corporation, : RESOLVED, that, with ieapect to tno opening;. maintaining and doing: of bak accounté‘of the: : Cexparation, the President, any’Vice: President, the Treasurer and. the pectenany, of. the G Geépajaricia, be, and. --.each of chem pet is, authored a3 follows: , . CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001683 EFTA_00015157 EFTA00165935

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i “To derigrtaic one’ or more banks, trust companies or other-similar instiuitions.as ‘depositories of the funds, taclustoy, without. limitation, cash and ‘cash equivalents, of the Enepbindeti , re: ‘pen icp: and close general and special Bank ‘aceounts, inéluding geneeal deci accounts; -* Payroll accounts and | workicig fund accounts, wid any such depotitory;: . To cause to be deposited in sich scooin with any sich depository, from ‘timie to time such funds, including, without limitation, cashjand cash equivalents, ofthe Corporation, as such officers deemi nécessaty. or advisable, and to: designate or change the designation of the.officer or... ” officers and agents of the Corporation who Wwill-be authorized ‘to. make’ such deposit’ and. to °° endorse fon checks, drafts or other i instruments for: such deposit . : — 4, °-From wits fa to time to designate: 08 1¢ change the designation of the officer‘or Gftitets ‘and agent-or . "agents :of ‘the Corporation who will be aiithorized to-sign or countersign checks, drafts or other. + orders: for the’ payments of moriey issued"in. the jname of the Coxpteqrice squint any funds: -” deposed | in such. accounts, and I tevoke ef care designation; , : : To authorize the tise of facsimile s signatares:’ ‘foi ths shhing is countersigning: of checks, diate or other orders for the payment of money, afid:to: enter into such: agrecthents as banks.and trust companies cusromasily spire ‘a8.a'condicun for permitting the use of facsimile seers i To make® such general and Seer rules aid regulations with: respect to veil accourts-as they - my deem Seeeey: or advisables and Ss) Pet ty 07% & ; Ts gitplece, execute’ ind for certify any customary ‘painted blank signature cael Yoinss ip ates * 40 ‘conveniéndy: exercise ‘the-authority. granted by: this resolution: and, any, seeing thereon ', © Shall be deemed adoptedas part hereof; and it is facties RESOLVED, that the President or the Seéretary of the Cérpots tion be, and ouch otfce? hereby is, authorized to'prepare and certify as’the resoluGons of the Board of Directors, as if adopted verbatim by'this. -Consent, any Sucliadditional. resolutions as any stich depository:may-require'in conncttion with the’ opening»... of an accountywith such depository as authorized pursuant to the itnmediately preceding resolution, and that’. ! any such depository to whicli a-copy: of thie ‘itnmediately preceding tcsolution. and ' ‘such additional, resolutions, ‘if any; have. been certified shall"be: entitled to rély théreon for alt purposes until it Shall have received watten notice =f the revocation or berrass ‘of seh resolgriqnt ‘by the Bonrd:of- Daestiors: ry . RESOLVED, ‘that the fiseal year of this Cahn ‘shall i begin the: frst day. of Jean in each year; andit further : RESOLVED, het for the purpose of authotizing the Corporation’ to do Botidisn j in ‘any: state; territory. or ‘dependency Oftthe United States.or any foreign country in which it is necessary’ot expedient for the Corporation: {O transact business, : die: officers off ‘the Corporation be, ‘and cach.of them. hereby is, authorized to-appoint and substitute all: necessary agents orattorneys for service 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 Corporation, to, make anid file‘all ate certificates, reports, powers of attorney.and other - is : instruments’ as. tay be deciles ‘bythe: Taw oft such. ‘Aeteitory. pea or ;country to authorize the: ; CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001684 EFTA_00015158 EFTA00165936

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Corporation to transact business therein; and it is further RESOLVED, chat che officers of the Corporation be, and each of chem heteby 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 authoritics, 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 cacty 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 Financial Infomatics, Inc., on this 18" day of November, 2011. Jeffrey Epstein, Director i Indyke, Director i/ Richaed Kahn, Director CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001685 EFTA_00015159 EFTA00165937

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FINANCIAL INFOMATICS, INC. SUBSCRIPTION FOR. COMMON STOCK The undersigned hereby subscribes for Ten Thousand (10,000) shares of the Common Stock, $.01 par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the “Corporation”), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18" day of November, 2011, and agrees to pay therefor and in full payment thereof, upon call of the Board of Dueciors of the Corporation, den Lents ($.2:1 © _} 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 16, 2011 of Common Stock, $.01 Par Value Subseription Accepted As of November 18, 2011 FINANCIAL INFOMATICS, INC. . | dan fh. Darren K. Indyke . Vice President CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001686 EFTA_00015160 EFTA00165938

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Current Classification: (click here for help) Internal azery : (ie CIP failure rectification [I] Jay Lipman to: Fran M Wickman . 08/26/2013 12:04 PM 08/26/2013 12:04 PM & « CIP failure rectification {1} 08/26/2013 12:08 PM 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 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 Stearns and his financial management firms Kind Regards, Jay Lipman Ps a Jay Lipman Analyst | Markets Coverage Group Deutsche Bank Securities inc Deutsche Asset & Wealth Management 345 Park Avenue - 26th Fioor . CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001687 EFTA_00015161 EFTA00165939