Deutsche Bank Private Wealth Management Corporate Account Authorization and Terms and Conditions Officer's Certificate a ‘ t Yor ven iC pan AR tLe . the duly elected and acting Geve f vey of Southern Trust Company, Inc (the "Corporation”) hereby certify that: 5 (1) The following resolutions were adopted by unanimous consent of the Bosrd of Directors of the Comoration onthe o cay of q uly . adol3s : RESOLVED, that any persons designated by the Resi fue - of the Corporation are authorized on behalf of the Corporation 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); {8} 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 8 cash account; and ({E} Buy, sell and sell securities {including put and call options) short in a margin account; and (DELETE (E) IF INAPPLICABLE) {Fl Execute all documents, and exercise and direct the exercise of all duties, nghts, and powers, and take all actions necessary or appropriate to perform the powers enumerated above. FURTHER RESOLVED, that the Resident cof the Corporation shall certity in writing any changes in the powers, office or identity of those persons authorized to perform the powers enumerated above. DBSI may rely upon any such certificate of authority furnished by the Corporation until written certification of any change in authority shall have been received by DBSI. Any past action in accordance with this resolution is hereby ratified and confirmed. The powers enumerated above pertain to securities of any type now or hereefter held by the Corporation in its own right or in any fiduciary capacity. Powers previousty certified by the Corporation shall not be affected by the dispatch or receipt of any other form of notice nor any change in the position with the Corporation held by any person so empowered. Any officer of the Corporation is hereby authorized to certify these resolutions to whorn it may concern. (2) Each of the following are authorized to perform the powers enumerated in the foregoing resolutions and by signing his or her name in this section 2 agrees on behalf of the Corporation to the Terms and Conditions attached hereto: (List name and corporate position) Name Positon Signature Name Position Name Position Signature Signature Deutsche Bank Securitios Inc., @ subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. wt 09-PWM-0186 Corp Acct Auth & T&C (02/12) CORP 006420-022212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRAY LS 4037 EFTA_00019907 EFTA00169634

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(3) (4) (5) (6) The Corporation is duly organized and existing under the laws of the State of he US. Usigia JS lenlfnd hos the powers 10 take the No action has been taken to rescind or amend said resolutions, and they are now in full force and effect. No one other than the Corporation shall have any interest in any account opened and maintained in the name of the Corporation. 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 hend.and the seal of the Corporation this oY __gayot Jel 90/3. Signature of Certifying Officer Tio KW. Tug e 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 IF THE CLIENT 1S INCORPORATED OUTSIDE THE UNITED STATES, THE CLIENT MUST COMPLE TE AND RETURN A FORM W-8 ALONG WITH THIS OFFICER'S CERTIFICATE. (09-PWWM.0186 Com Acct Auth & T&C (02/12) CORP 006420-022212 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ; BRAY LoS 038 EFTA_00019908 EFTA00169635

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“ARTICLES OF INCORPORATION OF pammaseaanentncn.s FINANCIAL INFOMATICS, INC. —_— We, the undersigned, for the purposes of associating to establish a corporation for the transaction of the business and the promution and cotiduct 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 (hereinafter called the “Virgin Tslands”), and particularly the General Corpomtion 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 and do certify: . ARTICLE I The name of the Corporation (hereinafier referred to as the “Corporation") ix Financial Infomaties, Ine. ; ARTICLE JL ‘The principal office of the Corporation, in the Virgin Islands is located at 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands, 00802. and the name of the resident agent of the Corporation’ is Kellerhals erguson LLP, whose mailing address is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802, and whose physical address 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands. Without limiting in any manner the scope and generality of the allowable functions of the Corporation, it is herchy provided that the Corporation shall have the following purposes, objects and powers: 0° (1) ‘To engage in any lawful business in the United States Virgin Islands. (2) ‘Yo enter into and carry out any contracts for of, in relation to the foregoing business with any person, firm, association, corporation, or government or governmental agency, - @) ‘Te conduct its business in the United States Viryin Islands and to have offices within the United States Virgin Islands, (4) ‘To hortow ortaise moncy to any athount permitted by law by the sale of issuance-of obligations of any kind, to guarantee loans, other typés 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. Corporation, (5) Yo do all and everything necessary, 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 powers herein set forth, either alone or in connection with other firms, individuals, associations of corporations in the Virgin Islands and elsewhere 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 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 business corporations whether expressly enumerated hereit at not, The purposes, objects and powers specified in this Article shall not be limited or restricted by reference to the turns of any other subdivision or of any other article of these Atticles of Incorporation. | ! 999 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) YRADAYbO8%039 EFTA_00019909 EFTA00169636

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ARTICLE TV The total number of shares of all clisses of stock that the Corporation is authorized to issue is ‘Ten ‘Thousand (10,000) shares of common stock at $.01 par value; no preferred stock authorized, ‘Lhe minimum amount of capital with which the Corporation will commence business is One Thousand Dollars (31,000). ARTICLE V. ‘Che names and places of residence of each of the persons forming the Corporation aie as follows: NAME RESIDENCE litika A. Kellerhals Gregory J. Ferguson Brett Geary ARTICLE VI The Corporation ts to have perpetual existence. ARTICLE Vit For the management of the business arid for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the powers of the Corporation and of its directors augl - stockholders, it ix further provided: os (1) ‘The number of ditectors of the Corporation shall be fixed by, or in the manner provided in,-the by-laws, but in no case shall the number be fewer than three (3). The directors need not be stockholders. (2) In. furtherance and noe in limitation of the powers conferred by the Jaws of the Virgin Islands, and subject at all times to the provisions thereof, the Beard. of Directors is expressly authorized and empowered: (a) ‘To make, adopt and amend the by-laws of the Corporation, subject to the powers of the stockholders to alter, repeal or modify the by-laws adopted hy the Board of Directors. (b) ‘Lo authorize and issue obligations of the Corporation, secured and unsecured, to include therein such provisions as to rédeemability, convertibility or otherwise, as the Board of Directors in its sole discretion may determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgayes and licris upon any property of the Corporation, real ot personal, including after acquired property. (c) ‘Yo determine whether any and, if any, what part of the net profits of the Corporation or j of its net assets in execs of its capital shall be declared in dividends and paid to the stockholders, and te direct and determine the use and disposition thereof, . - C \9 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) AGO R89 040 EFTA_00019910 EFTA00169637

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(d) ‘To set apart a reserve or reserves, and to: abolish such reserve or reserves, or to make such other provisions, if.any, as the Board of Directors may deem necessary oF advisnble for working, capital, for additions, improvements and hetterments to plant and equipment, tor expansion of the business of the Corporation (including, the acquisition of real and personal property for this purpose) and Tor any other purpose of the Corporation, «) Yo establish bonus, profit-sharing, pension, thrift and other types. of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the Corporation, and to fix the amount of profits to be distibited or shared or contributed and the amounts of the Corporation's funds or otherwise to be devoted thereto, and to determine the persons to participate in any such plans and the amounts of their respective participations. () ‘Yo issue or grant options for the purchase of shares of stock of the Cotporation to officers and employces (including offices and employees who ate also directors) of the Corporation and on. such terms and conditions as the Boatd of Ditectors may from time to time détermine, (g) ‘To enter into contracts for the management of the business of the Corporation for terms not exceeding five (5) years. (h) ‘To exercise all the powers of the Corporation, except such as are conferred by law, or by these Articles of Incorporation or by the by-laws of the Corporation upon the stockholders. @ ‘Lo issue such classes of stack and. series within any class of stock with such value and j voting powers and with such designations, preferences and relative, participating, optional or other special rights, aud qualifications, limitations or restrictions theétcof ae is stated in the resolution or resolutions providing for the issue of such stock adppted by the Board of Directors and duly filed with the office of the Lt, Governor of the Vi in Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same miay be amended from time to time. No stockholder shall sell, convey, assign or otherwise transfer any of his other shares of stock without first offering the same to the Corporation at the lowest price at which the stockholder is willing to dispose of the same; and the Corporation shall have thicty (30) days within which.to accept saine; the Corporation shall notify i the stockholder of its election in writing. If accepted by the Corporation, the stockholder shall promptly assign the shares of stock to the Corporation, and the Corporation shall promptly pay therefor. If the Corporation rejcets the offer, then the stockholder shall offer the stock to the remaining stockholders under 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 teinaining stockholders reject the offer, then the stockholder shall have the right to sell the stock at the same or'a greater price than that atwhich it was offered to the Corporation. If the stockholder shall desize to sell the stock at a lesser price than that originally quoted to the Corporation, the stockholder must thea repeat the process of offering the stock for sale to the Corporation and the stockholders in turn. Shares of stock in this Corporation shall not be transferred of sold until the sale or transfer has been reported to thé Board of Directors and approved by them. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ‘ BRAINY ZEB 041 EFTA_00019911 EFTA00169638

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No stockholder shall pledpeé as couateral for indebtedness any shares of stock without first obtaining the watten consent of « majority of the disinterested members of the Board of Directors of the Corporation. TICLE At all elections of directors, cach stockholder shall be entitled to ag. many votes as shall equal the number of votes hit (except for such provision as to cumulative voting) the stockholder would be entitled to cast for the election of directors with respect to his or her shares of stock multiplied by the number of, directors to be clected. The-stockholder may cast all yotes for a single'director or distribute then among any two 6: more of themas he of she may sce fit. At least ten (10) days tiotice shall be given, however the sha¢cholders are entitle to ! 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 been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken, ARTICLE X 3 Subject to the provisions of Section 71, Title 13, Virgin Islands Code, the Corporation may enter into coorenets or otherwise transact business with one or more of its directors or officers, or with any firm or association of which one of more of its directors of officers are members or employees, ot with any other corporation or associntion-of which. one or more of its directors or officers are stockholders, directors, officers, or employees, and no such contract or transaction shall be invalidated or in any way affected by the fact that such director or divectors or officer or officers have of may have interest¥ therein that ace or might be adverse to the interests of i the Corporation even though the vote of the director or ditectors Having such adverse interest is necessary to obligate the Corporation-on ‘such contract or trinséction, provided that in any such case the fact of such interest shall be disclosed or known to the ditectors or stockholders acting on of in reference to such contract ox transaction. No director or directors or officer or officcts having such disclosed or known adverse interest shalt be liable to the Corpotation or to any stockholder or creditor thereof ot to any other person for any loss i incurred by it under or by reason of any such contract-or transaction, nor shall any such diréclor on ditéctors or i officer or officers be accountable for any pains ot profits realized thereon. The provisions of this:Article shall not be construed to invalidate or in any way affect any contract or transaction that would> otherwise be: valid under law. : ; ARTICLE XI 9 (a) ‘The Corporation shall indemnify any person who was oF is a party or js threatened to be made a party - to any threatencd, pending, or completed action, suit, or proceeding, whether civil, criminal, ' adininistrative, or investigative (other than an action by ot in the right of the Corporation) by reason of i the fact that he or she is.or was a director, officer, employee, or agent of thé Corporation, or is or was l serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other entesptise, agdinst expenses (including attorney's fees), judgments, fines, and amounts paid in-settlement actually and reasonably ineurted by bim or her in connection with such action, suit, or proceeding if (1) he or she aeted (A) _ in pood frith and (3) ina manner reasonably believed to be in or not opposed to the { best interests of the Corporation; and (2) with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) RAR BF o42 EFTA_00019912 EFTA00169639

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‘the termination of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nolo contendere ot its cquivalent, 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 i opposed to the best interests of the Corporation and, with respect © any critnihal action or proceeding, had reasonable cause to believe that his conduct was unlawful, (b) ‘The Corporation shall indemnily any person who was or is a patty or is threatencd to be made a party to any threatened, pending, or completed action. ot 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, trast, or other enterprise Apainst expenses (including, attorney's fecs) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted: (1) in guod faith; ancl (2) ina manne he or she reasonably believed to be in or not opposed to the best interests of the Corporation; Mowever, no indemnification shall be made in respect of any claim, isste, of. matter as to which such person. shall have been adjudged to be linble for negligence or misconduct in. the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action: or suit is bronght 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. (c) To.the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subparagraphs (a) and (b), ot in défense of any claim, issue, or matter therin, he or she shall be indemnified agaist expenses (including attorneys’ fees) actually and reasonably incosted by him or her.in connection tages. (d@) Any indemnification under subparagraphs (a) and {b). (unless ordered by a court) shall — by the : Corporation only as authorized in the specific case upon a determination that he or she had met the i applicable standard of conduct set forth in subparagraphs (a) and (b). Such determination shall be made: . (1) by the board of directors by a majority vote of a quoram consisting of directors wks were not i parties to-such action, ok, or Proceedings or j (2) if such a quorum is not obtainable, or cven if obtainable a quorum. of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. ©) Expenses incutred in defeating a civil or criminal action, suit, or proceeding may be paid by the Cotporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon teceipt of an undertaking by or on behalf of the director, officer, employce, or agent to repay such amounts unless it shall ultinrately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this atticle, () ‘The indemnification provided by this Article shall not be deemed exclasive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and'as to action in another capacity while holding such office, and: shall continue as to a person who has ceased to he a 5s : i I CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) BRADY RB i043 EFTA_00019913 EFTA00169640

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4 director, officer, employee, or agent and shall ine to the benefit of the heirs, excentors, and "administrators of such person. iN () The Corportion shall have power to purchase and maintain insurance on behalf of any person who is or was a direcrot, officer, emplayce, of 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, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her aud iacurred by hiin or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or ‘her against. such Jiability under the provisions of this Article. ARTICLE XII The Corporation teserves the right to amend, dltet or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions authotized by the laws of the Virgin Islands in the manner | and at the time prescribed by said laws, and all tights at any ime conferred ypon the Board of Directors and the i stockholders by these Atticles of Incorporation are granted subject to the provisions of this Article. [signature: pape follows} CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ARM Bos EFTA_00019914 EFTA00169641

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IN WITNESS WHEREOF, we have hereuito subscribed our naines this 17th day of November, 2011, y ' TERRITORY OF THE UNITED SEATES VIRGIN ISLANDS — ) DISTRICT OF ST. THOMAS AND ST’, JOLIN ) The foregoing insteviment was acknowledged before me this’ 17th day of Noyember, 2011, ‘ Erika A. Kellechals, Gregory J. Ferguson, and Brett Geary. GINA MARIE BRYAN NOTARY PUBLIC NP 069-08 COMMISSION EXPIRES 09/28/2013 ST. THOMASIST, JOHN, usVI \ CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ARB o4s EFTA_00019915 EFTA00169642

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THe Unereo Siatts vices ISLANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens Gade . 1105 King Street Charlotie Amalie, Virgin Isancs 00802 ‘Christionsted: Virgin Islancts 00820 Phone - 340.776.8515 : Phone - 340./73.6449 Fax - 340.776.4612 Fox - 340.773.0330 June 25, 2013 CERTIFICATION OF GOOD STANDING This is to certify that the corporation known as SOUTHERN TRUST COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles. of Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMBER 8, 2011 authorizing the said corporation to conduct business in the | Virgin Islands and the corporation is considered to be in good standing. enise Johannes Director, Division of Corporation and Trademarks Di/eg CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) BRAGNY 289046 EFTA_00019916 EFTA00169643

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Corp No. 581874 © GOVERNMENT oF THE. VIRGIN ISLANDS OF THE UNITED STATES - | : — o — CHARLOTTE AMALIE, ST. THOMAS, vi 00802 i< all Co inn me. Dress Shalt Game: oh , 1,the undersigned, LIBUTENANT-GOVERNOR, DO hereby certifies that” FINANCIAL INFORMATICS, INC. ‘ ~ Business eee ofthe’ Virginifslands Hiled in my office 0 on, 0 Noveinbér 18, 200 as: vide for bs daw, Articles of Incorpoly ation, duly’ acknowiedjeg : Wil: FORE the ecient in said icles;, ‘and who have'signed ihe same; iil their sticeessors, are hereby declared to-bé from thetlate Saforesaidca Business Gorporation-by the nuie and forthe purposes set. forth insaid Articles, withthe right of succession as therein 'stited: t sl of ire nlick States. at Charlotte ‘Amalie, Si ha regen, this Sth ia of December, 2041, “GREG VR. VERANCIS 05 Fh deutenant Governor 9 of the. vargin Isl ands Ht CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ; BRAG RB T047 EFTA_00019917 EFTA00169644

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sHIR DEPARTMENT OF THE TREASURY INTERNAL REVENUR SERVICER CINCINNATI. OH 45999-0023 Data of this notice: 02-14-2012 ae Identification Number: Porm; SS-4 - " Muwber of thig notice: CP S75 A PINANCIAL. INFOMATICS INC a od 91.00 HAVENSIGHT 15 16 a =] ST THOMAS, VE 00802 Por arsistancé you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH "THR i STUB AT THE END. OF THIS NOTICE, \ . WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER ! Thank you for applying for an Fmployer Identification Number (BIN). We designed you i WIN 66-0779661. This SIN will identify you, your business accounts, tax returns, and ' documents, aven iff you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related corcespondence, it is very important that you use your BIN and complete name and address éxactly as shown above, Any variation way cause a delay in processing, result in incorrect information in your account, ox evan ; cause you to. be assigned more than one BIN. If the information 45 not correct as. shown ' above, please make the correction using the ateached tear off stub and return ft to us Baned on the information received. from you. or your representative, you must file H the following form(s) by the date(s) shown. 1 Form $4188 01/31/2013 Form 2120 03/15/2012 If you have questions about the form(s) ox the dne date(s) shown, you can cali ns at the phone number or write to ua at the addréss shown at the top of this notica. Tf you need help in detersining your arnval accounting pericd (tax year), sée Publication 53n, Accounting Periods and Methods. We assigned you a tax classification based on infonmation obtained Erom you or your repxenentative. It is not a legal determination of your tax classification, and sis not { binding on the IRS. 1f you want a legal determination of your tax classification, you may : request a private letter ruling from the IRS under the guidelines in Reverme Procedure 2004-2, 2004-1 .R.B. 1 (or svperseding Revenue Procedure for the year at iasue). Note: Certain tax classification elections can ba requested by filing Form 8632, Entity Classification Blection. ee Porm 8832 and its instructions for additional informacion. IMPORTANT. XNFORMATION YOR & CORPORATION PESCEION: If you intend to elect to file your rotund as a small business corporation, ‘an @léction to file # Form 1120-S must be made within certain timeframes and the corporation mug meet Gertain tosts. MLL of Lis information is included in the instructions for Yorn 2553, Blection by a Swall Dusiness Corperation. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) BRAD 48 EFTA_00019918 EFTA00169645

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WEAOKSEE| GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES | } | CHARLOTTE AMALIE, ST. THOMAS, Vi 00802 i I, the undersigned. LIEUTENANT GOVERNOR, do hereby certify that # Virgin Islands corporation, filed in ie Office of the Lieutenarit Governor on September 21.2012 as provided for by law, Certificate of Amendment Acticles of Incorporation, duly acknowledged; changing its wame to {To Whom These Presents Shall Come: aol | f | WHEREFORE the said Amendinent is hereby declared to have been duly recorded tn this office on the aforesaid and to be in ful} force and effect fromm that date. Witness my hand and thé seat of the Government of the United States Virgin islands, at Charlotte Amalic, this 31° day of | OUstaber, A.D. 2012. ; | { i | | | ' GRE R. FRANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) er ae EFTA_00019919 EFTA00169646

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© “Se mer THE UNITED STATES VIRGOY ISLANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens Gade 1105 King Street } Charlotié Amalie, Virgin Islands 00802 Christiansted, Virgin Islands 00820 | Phone - 340.776.8515 Phone - 340.773.6449 i Fox - 340.776.4612 fox~- 340,773,033 H H June 25,2073 j ERTIFICATION OF ANDING 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 Di/gg CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ‘ RAS 2Bb 050 EFTA_00019920 EFTA00169647

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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, Inc., a U.S. Virgin Islands Corporation ("the Corporation"), hereby certify that the following resolutions were unanimously adopted and entered into by the Board of Directors on the 19” day of March 2013. WITNESSETH: WHEREAS, the Corporation is a corporation organized arid existing under the laws of the U.S. Virgin Islands; WHEREAS, the Board of Directors as of the date of this Consent are as follows: Jeffrey Epstein Darren K. Indyke Richard Kahn WHEREAS, the undersigned, being all of the directors of the Corporation, consent to the taking of the following actions in lieu of a meeting of the Board of Directors in accordance with the General Corporation Law of the United States Virgin Islands (the “GCL”) and waive any notice to be given in connection with the meeting pursuant to the GCL; ~ . WHEREAS, Financia] Trust Company, Inc., a corporation organized and existing under the laws of the United States Virgin Islands (“FTC”), is the sole shareholder of Jeepers, Inc., a corporation organized: and existing under the laws of the United States Virgin Islands (“Jeepers”), which has elected to be taxed as a qualified subchapter S subsidiary; WHEREAS, the Board of Directors of FT'C-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 all liens, claims and encumbrances (the “Jeepers Interest”), such that Epstein shall become the'sole shareholder of Jeepers; WHEREAS, Epstein is also the sole sharcholder of Corporation; WHEREAS, the Corporation is the sole member of Southern Financial, LLC, a United States Virgin Islands limited liability company organized on February 25, 2013 (“SF”); and WHEREAS, the Board of Directors of FTC has determined that it is in the best interests of FTC and its-sole shareholder to merge FTC into SF, ‘upon the completion of which merger SF shall be the surviving entity of said merger’ (the “Merger”); CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) BRAG los1 EFTA_00019921 EFTA00169648

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WHEREAS, it is intended that the Mexger 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 cancellatiom ten 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, and in consideration of FTC’s merger with and into SF, the wholly owned subsidiary of the Corporation, and the transfer of all of FYC’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 of its Common Stock, §.01 par 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 upou, in accordance with, and subject to the provisions of the Merger Agreement, and that in connection therewith, the Corporation issue the Additional Shares to Epstein; NOW THEREFORE BEIT: RESOLVED, that, after consummation by FIC ofits issuance to Epstein of the Jeepers Interest, the Merger, upon, in accordance with, and subject to, the terms and.conditions of the Merger Agreement, be and it is hereby authorized and-approved. : RESOLVED, that it is intended that the Merger qualify as a tax-free reorganization under section 368(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form and provisions of the Merger Agreement, be and they hereby are adopted and approved; : RESOLVED, in connection with the Merger and pursuant to the provisions of the Merger Agreement, the Corporation issue the Additional Shares to JE. RESOLVED, that, the President of the Corporation 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 Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Merger in accordance with the provisions of the Merger Agreement; and ~ RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized, empowered arid directed, for and on’ behalf of the Corporation, to execute and deliver all such agreements, documents and instruments, to pay_all stich costs, fees and expenses, and take all such other action as such officer deems necessary or advisable in order to consummate the Merger in accordance with the provisions of the Merger Agreement. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) BRAG R8bI052 EFTA_00019922 EFTA00169649

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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. / | ~ Darren K. i Llebid by Richard Kahn CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ; RAG Whioss EFTA_00019923 EFTA00169650

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CONSENT OF: THE BOARD OF DIRECTORS OF FINANCIAL INFOMATICS, INC. The undersigned, being’ all of the Directors of Financial Infomatics, Inc., a U.S. isp Islands Corporation. ("the Corporation"), hereby certify that the. following resolutiotis were unanimously adopted. - and entered into ihe the: Board. of Risectore on the 18" day. of November, 2011: +. 3s WITNESSETH: ‘ ~ WHEREAS, the Corporation is a corporation organized and existing under. the laws of the US. Virgin-Islands; and - WHEREAS, the 1e Corporation was duly formed in. the United States Viggn Islands on’ November . 18, 2014; and, WHEREAS, the Board cee as of the dix of this Consent are as follows: - Richard ‘Kahn " WHEREAS, the undersigned, being all of the, directors of Financial Infomatics, 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 riotice to be given in connection with the meeting pursuant to the oe i sf Weinadt States Viegin tands; and © ; Wh JERPAS, this <oepossiion’ is sisabdbeied, in? its ‘articles of i iniciksporation, tO issue an aggregate of 10, 000 shares of stock of the pac value of $.07 p Pet aed -and: WHEREAS, a depository shall bé*established for the finde of the corporation aay those who are suthodized, todo 80 may yithdety them on behalf of the Coeporntion: and Bott ’ NOW THEREFORE BE IT: RESOLVED, that all actions taken by the i incoxporators of the 5 Cospeatien divine the period from November 18, 2011. through the date of this Consent, including, but not limited to, Gling the’ Certificate of Incorporation of the Corporation ; and adopting the initial: By-Laws.of the Corporation, be,-and each off the same hereby is, in all respects, ratified, adopted and approved; and it is further F * RESOLVED, that the officers of theC orporauion shall. include a President, and may ‘include one Or more Vice predidents, a Sectetury and a Treasurec;.and it is further: : RESOLVED, that. cach of the: following persons is hereby spied and elected to:the. oltice’ set forth opposite his‘name below to. serve as such in sccordaines wath the i isions, ‘ot bot By-Laws of 5: + % CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) RADY Bh o54 EFTA_00019924 EFTA00169651

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- Corporation und ihe next meeting of drbtois of the’ ‘Corpoiation immediately following the:next annual meeting of the stockholders of the ‘Somorition and until his successor shall have been duly elected and shall have grafic Jetty Epstein, President Darren Indyke, Vice President and Secretary Richard Kahn, Treasurer And it is farther RESOLVED, ahat- the officets of the Comporniion be, and each of them hereby is auttiodiéed, / empowered and directed.to produce ; all books of account, stock books and other matcrials and supplies Aécessary or appropriate in connection. with maintaining d the tecords and conducting the business of the " Corporation, and to pay all costs and expenses and co make’ full: reimbursement for = expenditures wade i in connection with the onpinization of the: Comppeucn, sii itis: further : - RESOLVED, that re specirnen of stock certifieaté to rideape shares of the Common Stock, par vile of .01 (the “Common Stock"), of the Corporation in the:form submitted to the undersigned; which is to be filed with this Consent, be and: the. same hereby-is; approved and, adopted, and the’ President, ‘the 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 i in such form’ for shares of fully paid: and non- assessable Commion Stock when the issuance thereof | is duly authonzed by the Board Of Directors of the.” C Compenat and it is —— RESOLVED, hat the Coipiseatioa aceepe ¢ the‘ wubsctiption of. Jeffrey Ex Ligiliein for 10,000 hated of Common Stock, upon the.terms and conditions contained in. the subscription agreement, dared as of November 18; 2011 of Jeffrey E. ro a-copy Of which shall.be filed with the official records: of the: . Corporation; andi it is further ‘ ie RESOLVED, shat the Vice Presidest and the; Treasurer of th the Corporation be, and each of them hereby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey BE. Roete, a certificate fot 100m shares of the Common Stock; and it is further RESOLVED, ‘that, all of the 40 ,000 cig of the Common. Stock as. authotized for issuance byt the immediately preceding resolution shall be in all respects, when issued 3 as aforesaid, validly issued, Fully paid and non- aieennetne and itis further . é RESOLVED, that the onal’ an impression of which appears in’ isthe margin of this Consént, be, ‘td the same hereby is:adopted as the seal of the Corporation; a andi itis further RE: SOLVED, thar: the corporate “recotd book and thé stock: teansfer ledger thereof, be and ‘acti of the same hereby is, adopred as the record book and stock transfer tedeer. respec ely, of the G Orporation, F and it is further. tat RESOLVED, that, with ‘respect to dhe ¢ opening, maintaining and dosing of bank accounts:of the ° Corporation, the President, any Vice President, the Treasurer and. the Secretary of the C Dospagatiqn, be, and cach of them hereby is, authorized as follows: CONFIDENTIAL —- PURSUANT TO FED. R. CRIM. P. 6(e) RAGA 2Bbioss EFTA_00019925 EFTA00169652

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y ‘ . F oe De be designate one or more! ‘banks, trust corgipanies 4 or other similar.institurions as depositoties of the funds, i including, without limitation, cath and cash equivalents, of the Carpricidoti . re} 76 open, beep: and. lose general and special bank ‘acetionts, including general deyicee accounts, ” a ae accounts and workirig fund 4 Accounts, wits any such depotiterys. 3.. To cause to be deposited in sich accounts + with» any ‘such depository, from timtic to time such funds, including, without limitation, cash land cash equivalents, of ‘the Corporation;. as such officers deem necessary or advisable, and to designate or change the designation of the officer or officers and agents of the Corporation who will-be authorized to. make’ such deposits‘and to endorse- such checks, drafts or eh, instruments for: such deposits; 24, From time to time to dedignate:s or change the designation of the officer or officers arid agent-or agents 4 cof the Corporation who will be authorized to sign or counitérsign checks, drafts or other. ‘orders: for the’ payments of moricy issued:in the ‘name of the ee agaist any funds ; deposited in such accounts, and to revoke: any such, designation; : 5. To authorize the use of facsimile signatures Sot Yin sieving or countersigning, of ‘Paid other orders for the payment-of money, afd to enter into such agrecthents as’ banks. and: trust: . coinpanies customarily require asa ‘condition for permitticg the use of facsimile sigsiatutes, 6 To inake such general and special rules aiid ‘peggalationss wa with oe to such 4 accoints; as they any dee neeaey or advisable; and a r ye : ‘ “se VT: To complete, execute and/or’ certify any, customary ‘ii blank signature card foims in order Loto conveniendy exercise the: authority. granted, by this resolution: and any: resolutions thereon- shall be deemed adopted-as part hereof; and it is ae RESOLVED, that the President or the Secretary of tke Cérpotition be, and such ofbeet here is, authorized to prepare and certify as the resolutions of the Board of Directors, as if adopted vetbatin by: this: Consent, any such-additional resolutions as any such depository-may require in connection with the opening of an account with such depository as authorized pursuant tothe immediately preceding resolution, and chat |” any: such depository to which a copy: of tle .itnmediately. preceding resolution. and “such additional : resolutions, if any, have. been certified shall be entitled to rely thereon for all purposes until it shall have received: waitten notice of the revocation or amendment of seh resplijcions by: the Board of Directors; and * RESOLVED, ‘hat the Beal year of this Coston ’shall ae ing? first aay of J in each . year; and it is further . RESOLVED, that for the purpose. of € suthotzing the Comporaii to do business i in ‘any state, |- °~) territory. or dependency ‘ofthe United States or any.foreign country in which it is necessary’or expedient for the Corporation: to ‘transact. business, ‘die officers of 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 the location of all necessary offices of the Co:poration, whether stanitory: or otherwise, and, under,” the seal of.the Cotporation;: to make and file all. nécéss ss ceribcates, reports, powers ‘of attorney and other»: instruments: a fay be seat! bythe Taws of; such state Re eemonys re or rpc to authorize the ~ CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) RAR Bbb 056 EFTA_00019926 EFTA00169653

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Corporation to transact business therein; and it is further RESOLVED, that the officers of the Corporation be, and each of ther 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 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 catty 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 Novernber, 2011. “Jeffrey Epstein, Director Thad I Richard Kahn, Director CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) RAR Bbb 1057 EFTA_00019927 EFTA00169654

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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, $.01 par value, of Financial Informatics, Inc., a United States Virgin Islands corporation (the “Corporation”, the Certificate of Incorporation of which was filed with the Office of the Licutenant Governor of the United States Virgin Islands on the 18" day of November, 2011, and agrees to pay therefor and in full payment thereof, upon cail of the Board of Directors of the Corporation, ten cents (S$. 4 O_} 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 Jeffrey E. Epst Subseriber for 10) of Common Stock, $.01 Par Value Subseription Accepted As of November 18, 2011 FINANCIAL INFOMATICS, INC. mde Ye We , Lh, Darren'K. Indyke Vice President | CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) BEAR Bb F058 EFTA_00019928 EFTA00169655

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Current Classification: (click here for help) internal CIP failure rectification {{] Jay Lipman to: Fran M Wickman 08/26/2013 12:04 PM Sender Date —— Subject L Jay Lipman 08/26/2013 12:04PM & & CIP failure rectification [1} iy Fran M Wickman 08/26/2013 12:08 PM —— Lu — —_ 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 Jay Lipman Analyst | Markets Coverage Group 1 Deutsche Bank Securities Inc Deutsche Asset & Wealth Management 345 Park Avenue - 26th Floor New York, NY 10154 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) RAGA Ab Ross EFTA_00019929 EFTA00169656