EFTA00165917.pdf

Deutsche Bank Private Wealth Management Corporate Account Authorization and Terms and Conditions Officer's Certificate Accord Number ter% . the duly elected and fl og 4_69 of Southern Trust Company, ne (the "Corporaeoril hereby certify that: rt, (1) mn following resolutions were adopted by wiriness, consent of the Board of Directors of the Corporation on the day . 13 RESOLVED. that any persons designated by the Pre s i of the Corporation are authorized on behalf of the Corporation to: (Al Open and maintain one of more brokerage matousit(s) to: end in the name of the Corporation at Deutsche Bank Secorties Inc (refined to herein as *OBS r I (including any successor thereof); WI Devise. deliver, assign. withdraw end transfer funds. realmmanta and sersones of any type, (C) Sell any Mounties owned by the Corporation; (DI Buy any secwities in a cash acroinc end (El Buy, see and son secunties (including put and cell options) shod in a margin account; and (DELETE (E) IF INAPPLICABLE] 09 Execute ail documents, and exercise and direct the exercise of all duties, rights, and powers, and take all actions neonate or appropriate to perform the powers anurrieeted obeys. FURTHER RESOLVED. that the et e-s of the Corporation shall certify In writing any changes in the rowers. onto, or identity of those parsecs 4h:themes to perform the powers enumerated above. DEMI may rely upon any such certificate of authority furnished by the Consolation unit %seinen cortilkabon of any chenge in authority shell haws been received by DESI. My pest moon in accordance with this resolution is hereby 'abroad and confirmed. The powers enumerated above pertain to securities of any type now or hereafter head by the Corparabon tri its own fight a in any fiduciary capacity. Powers emulously certified by the Corporation 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 pitmen so emPerwenki. Any officer of the Corporation is hereby authorized to certify thrlia•restilutione to whorn it may concern. (2) Ewa of the hallowing we authorized to perform the powers entrnerated in the foregoing resolutions and by signing his or her Mania in this section 2 agrees on behalf of the Corporation to the Terms end Conditions attached hereto: (Ust name and coverage position) Henn Si gnature Name Poston Noma Positien Signature Signotuiv Deutsche Bank Securiten Inc, a Subsidiary Of Mutate Bark AG. conducts Inwetrnert banking and seraillet activities et the Um d tato al-WAtOtee Cap Acid Sethi TIC £2112) CORP 00M20-022212 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001665 EFTA_00015139 EFTA00165917  (3) The Corporation is duly organised and existing under the lava of the State of inv_0.5.1./rIneinlitsylifld has the oCesarS to take the action; withonzed by the resokidons °Mind herein. (4) No action hiss been San to rescind or emend said resolutions. and they are now in full torte and effeot. (6) No one other Menthe Corporation shall have any Intern( in any RCCOtint opened and maintained trite mime of the Corporation. Ell THE TERMS AND CONDITIONS ON THE NEXT TWO PAGES CONTAIN A PR E.DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11. IN WTINESS WHEREOF. I have hereunto affixed my hind and the wet of the Corporation this co) day of vs) O /3 SpALsa tie Signetwe of Certifying Officer . • • . . L_. Arr. V • Va. Name of Certifying Officer •:‘ ai r. • ` ' . !•• . • '. a retatril . - Corpora. Tina of Certifying Officer ..... Pease note: A second certifying office mud sign if the t,rct certifying officer is one of the persons listed' section 2. Scooter, of Second Cemfying Officer Name of Second Cornhong Clew Corporate Title of Second Certifying More IF THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STAT FS. THE WENT MUST COMPLETE ANT.) RETURN A FORM We ALONG WITH THIS OFFICER'S CERTIFICATE. NOVO/ -0186 Corp Acct Authi 18C 107/12) CORP 006470017212 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001666 EFTA_00015140 EFTA00165918  . •ARTICLAWOF INCORPORATION. OF FINANCIAL INFONATIDS, We, the midi:aligned, for the purposes of associating to establish a corporation for the transaction of the business and die promotion Anil conduct of the objects And porpons• hereinafter mated, under the provisions and subject to the rcquiteinentw of the lime of. the Virgin Islands of the United 'Stites (hereinafter called the "Virgin Islands"),and partienlarly the Ocncral Corpotation.law of the Virgin Islaticla (Chapter 1, Tide 13, Vfigin Islands Code), as the same may he amended fronatiine to time, do brake add Me iliac Articles ofIncorporation in writ ing atiridu oatifr The name of therm:potation inafter it:fern:4m as Ilw toporstion") is Financial Infotnities, Inc. ABTICLE-11 The piincipal office of the Copulation, in the Virgin Islands h Ideated at 916014avensight, Pon of Sale, Suite 15.16, tit. Thomas, U,$.. Virgin Islands, 001102. and the tramp of the resident Agent of the Corporation' is Kellcrhels Ferguson 12.2,, whose mailing address is 01(10 Natecnsight, Port of SaIr.„ Suite 15-16,:St. 7hrnnas, U.S. Virgin .1slantla 0611(Y2, and whose physical •atfilmas 9100Ilavensijibh Port of Sale, Suite 15.16, St. Thomas, U.S. Virgin Islands. tI Atakooluil Without limiting in any manner Ar- scup° and gcne,ndity of the allowable functions of tlitiCommition, it is hereby provided that the Corporation shall have the following purposes, objects and powass . f (I) 'in engage in any lawful bushiest in the linked States Vitgin.lilands: r. •; • (2) To enter iota and carry out any contracts (1r.ori in relation to the fungisitig %animas with any patron, .fion, corpotation, or glnierninellt or govemmcntal agency. • . • :.. ri • (3) To conduct ps business in the United State's Virgin Island's And to have offices within.the 1.10Wed States Virgin Islands. (4) *170 borrow drain money to any altsainicpettnitted by law by the sale or insienceol1obligations of any kind, to guarantee bane, other types of indebtedness and financing obligations, intd to secure the foregoing by mortgages -or other liens upon noy and all of the property ofemery kind of the Corporation. (5) To do all and everything necessary, suitable and proper 7fotthe accomplishment of any of the pumosea ot the attainment. of any of the. objects or The exercise of Any of the pawns herein set forth, either alone or in connettion with other finny htdividuals, ins0ciaritnis a corporations id the Virgin Islands andthewhere in the. United States and foreign countries, nod to do any other acts or thingi incidental or appurtenant to or growing riot of tic connected' with the said binding; purposes, objects and prdvits of any part thcorof rot inconsistind with the laws of the Virgin Islands, and to exercise, any and all powers .now or hereafter conferred by law •ent business corporations whether expressly enumerated herelit nt not. pUlpONCIS phµets and powers specified in thjs Ankh': shall dor be limited qr restrictotibrmfacoce to the rains ofaity othisc subdivision or of airy other article of these Mocks of Incutpuration• 14 / 1'44 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001667 EFTA_00015141 EFTA00165919  AR'f1CLB 'lite total number of shares ofall classes of Mock that the Corporstkm is authorised to issue is Ten "flotisanit (1000) shard of common stuck at101par *Alm no pretested stock authorised. fi le minimum sunburn of capind-with which the Corpouttion will commence business is: Otte Thousand Dollars 41,000). ARTICLE V 'thw names and places of residence of each of the persons forming the Corporation air. ax follows: NAME 11E5rnEISICli Erika A. Kellerhals @get"). Ferguson Brat.Gesty ARTICLE VI 11)53Curporathin is-to have petpetial existence. ARTICLE Y For the•tnanagtanent of t hehaiku= and for the conduct of the affairs of the C.inporation, and in further creation, definition, limits-Rimand regulation ofthe powers of.* Corporation and oils ditectoniaml • stockholders, it is further provided; ri ?Kik (1). Time number of directors of the Cotprwatitin shall be fixed by, or in the entont4rorrittickitytfic brkiwa, hitt in no case shall the number he. 'fewer than three (3). The alimeWit rind otif,Ise 464k:holders. •• •• • - (2) futtherance and not in limitation the powers conferred by thelsws of tho.;31irgtp Islands, and subject art° times to. the provisions tbetouf, the Raar.d•ofDireeturs IS expressly iiithorixrd and mnpowertxt • -00 To make, adopt amid amend the by-laws of the cetpontliour.euhicet to the-powers of the stneltitoklets to slmr,repeal or modify the by-lows adopted by the Board of Pirectons. (b) 'Lb authorise and'Issue obligations;of the florotatitifi, scatted and unsecured, to include therein such. provisions as to redeemability, convettiliilil elk otherwise, as the Boani of 1)imaots in its sole discretion rimy determine, snit -to iturhoriv.e •the mottgagim of pledging of, and to authorise mid coat; to he executed. mostpgris mkt finis upon any ptopetty of die Cotraiion, real or personal, including after acquired property. (c)- To determine whether any. and, if any, what part of the net profits of the Cop-maim or of its net assets in .cXCINA of IM capital shall be• declared in dividends and Maid to the stockholders, and to direct and determine the use and dis' pogtiou thetcof. 2 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001668 EFTA_00015142 EFTA00165920  (d) To set apart a reserve or reserves, and to-abolish such resent o.r Jtscriteet, or to make such other provisions, ifany, an shc:Buard olDinztors Sy deem necessary or uthisahle for working. capital, for additions, impr0vemaits and 'betterments to plant and equipment, for expansion of the business of rho Corporation (including the acquisition nr real and :personal props:ay for this purpose) and .For any other .purpose of the Corporation. (e) To establish bonus, prolit-aimeing, pension, thrill and other types. of incentive, compensation or retirement plans for the officers and employees (including -officers and tomb:lees who are also "Rip:clots) of the Corporation, and to fix the amount of profits to be dist/Baited or shared in conliiInna12/.1.and the Amounts of the °separation's hinds or otherwise to be devoted theruto, and to deremtine the potions to panitipatein any such plans and the amounts of thin; respective patticipaihnis. • (I) To issue or grant options (or the purchase of. shares of stock of the Corpotaliott in officers and employees (inducting officers and employees who ate also diterumi) of the Corporation and on. such terms sod conditions us the Board of Directors may from time to time determine. (g) To onceinto tontotets for the ihstragemetit of the-business of thWt:cirporation for terms not exceeding tiVe (5) pmts. (h) To exercise all the powers of the Corporation, except such as are conferred by law, or by theio Ankles Of incorporation or by 'hi: by-laws .of the Corporation upon the stockholders. • (i) To issue such &slam of stock and. sales withfit any dim of *hick with such value and voting powers and with such designatiOns, preferences and restive, participtaing, optional i is Onniiin or other specialrights, and glialifitations, limitations or restrictions. Wit:of14 the resolution or resolutions providing for the iisuc nf such stock adtiptecthy the Board of Directors and duly *filed with the office of the yes. Governor of the Vito likulds in accordance Wilk Sections 91 and 91, {chapter 13; Virgin Isla0ds COde, ae the ssmettifty-he amended from time to time. sr ARTICLEIIII .2 en • No Stockholder shrill. sell, convey, mar or otherwise tratwfek any of his or. her, sham( of strict( without first offering the. slime to the Corporation at the lowest price at which the stockholder is willing to dispose. of dm same; and the Corporation shall have thiect (3.n) days within wbich,to tic,cept.smne, the Cotporation shall notify die stockholder uf.its eleciion.in writing. If accepted by the Ccapotation. the landholder shall incsinptly assign die shares of stock to the Corporation, middle Corporation shelf promptly -pay therefor. if the Corpor.ition rejects the offer, then the stockholder, shall otter the stock to the remaining stocItholdertender the same resins as offered to the torporittion; aitti the remaining stockholders 'shall have thirty, :(.40) days within which to collectively or individually s top' the Same in writing. I( the teinaining stockholders reject the offer, then the stockholdel shell Italic the righrto sell the snick at the Sallie or %greater ptici than that at whichit was uffeted ui the Corporation. if the stocklioldtt shag deairc to:sell.the stock at A lessor linen than that originally quotedin the CoLpocationi the stockholder must then repeal the ptucesx alintecring the stock for sale to the Cotponnion and the .stockholders. in tunt Shares of stock in this Corpotation doll not be transferred or Sold Mail the sale or transfer hat been repotted to die. Board ottiteetors and appmved bythent. 3 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001669 EFTA_00015143 EFTA00165921  No stockholder shell pledge as collateral fat indebtedness any rhino; of stock without first nbreining the written consent ref n majority of the disinterested member! of the Board of Directors of the Corporation. ARTICLE Ix At all elections of dirtvitnt,. each stockholder shall be entitled to as many votes In% .sliall equat The number of votes that (except fur such provision. as to cmuulativevoting) the stockholilerivottld be. entitled to cast for the election of ilirtztot* with Mapco. Mina or her shares of stock multiplied by the tuturbet of.dircraors to be elected. 'flte•stockholdor may cast alltuon for a singIcAltector or aiibibotp. (bow ainong any two or more of thesnas.ht cu slid may see fit. M least tea. (16) days notice Shan bcsiven, however the shareholders ate entitle to waive notice of the meeting 24 provided by law. Tfutthermote, the meeting and vote of sinckhoklua may be dispensed with, if all of tine srockhoklets who Would havelteen entitled to vote Open; the action if.tuch mining were hekl, shall consent in wining to such corponacuctiOn being Sten. • ARTI_CIE X Subject to the provisions of Section 71, Tide.1,, Virgin !skinks03de, the Corp.ocation may enter into contracts or. otherwise transact business with one or more of as directors or. °MOS, or 'with or film or. association of which one or mutt of his directors or officers arc meMbeta or employees, or with any.other corporation. or association of which one or inure of its &Metre! or officers ate InSekholders, directors, officers, or employees, and no such contract or transaction Shall be.invalidafed at in any way effected by the fact that such director or dinteturs or officer or officers have or 'nay have intents% therein that arc or might he adverse to die interests of the Corporation even though the vote of the director. or directors having such adverse interest ls .necesmry to of litote the COMoratiOtron 'such -contract or oramatetiON'Provided that in any such care the fact ofsuch interest shall be disclosed of known to the directors or stockholders acting on :Or 4n. refenmee to ouch contract or Hamelin!). No direCtotoi directors or onieer.or•officets having such disclosed or Jrnmyn advearsinterest shall be liable to the COtpOtaliOn •14 SO any stockholder. or- creditor thereof or to airy other persofidfor any loss incurred by it under or by reatOn of any such contract or inns:Worm, nor shall any such. dirF4or 9e ditektoo or officer or officers he accountable for anrgains or profiteresilizal thereon. The proyidtmetof thlartiele shill not be construed to invalidate or in any way affect any contract of IfansactiOn that wort)rkiitliceitelse.valid under law. • ARTM1.13 XI The COrpOliniOn shall indemnify any •petson who was Otis a party or is threatened to be made a patty to any. threatened, pending, or tompleted action, twit, air, proceeding, whether civil, criminal, admintstrathre, or inVeitigative (other than an aetion.hy at in Are right of the Corporation) by mason of the fact drat he or she is or was a director, officer, employee,_ or agent oldie Cotponnion, or is or was serving at the maven of the CorpOuttion as a director, officer, employee, or agent of another corporation, partnershipr joint.venture, trust, or other enterprise, against expenses (Including attorney% fees), judgments, fines, mid Altmann; paid imscolcmont actually and reaartnably Meowed by him or het In connection with such action, suit,or proceeding ifi (1) he:or she newt (A) in good faith and. (0) in a manner reasonably believed to be in or not opposed to the hest intermix of the Gemination; and. (2) with respect to may criminal action or proceeding, he& site had no reasonalde muse to believe his or her conduct was unlawful. 4 • CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001670 EFTA 000 15144 EFTA00165922  'The temiination of any action, stilt, or grticeeding- by Mdirtrano order, scalee:at, conviction, or upon a plea of nolo contend= or is quire/tat, shall not, of itself, createa presumption that the pe.noit dill not net in good faith and In a manner which he or she teskonably believed to be in or not opposed to the hest Molests of the Cmporation and, with respect too Roy crimihril action in proceeding, had reasonable cause to believe that his conduct was unlawful. (b) llhe Corporation iltaD indetnnify any person, who was Or is a party or is due-awned to be made n panty to:any threatened, pottling,:or completed action.in suiF by or in the right at the. Slicer. employee, or agent of the C.orporation, or is or was servingitt the request of the venture, trust, for other enterprise -against expenses (including attorney% fees) actually end reasonably incurred by him or her in etsetuttion with the defenseor,seplement of such actionor snit if he or she Acted: (I) in good faith; and in a manner he or she reasonably believed tribe in or not opposed to the hat interests of the Corporation. However; no intlanniftcation shall be made in respect of any claim, iSsue, Of.Matter ma to which such perstuishall halm beemadjudged to be liable feu: negligence tit misconduct•in:theperformatte of his or her duty to• the Corporadon unless:and only tothe extent that: the court in which such actionor suit is brought shall determine upon application that, despite the adjudication of linhility but in view of all the 1 circumstances of the au,. such person is fairly and remittent* entitled to indemnity for such expenses which the court ihalideem proper. I (c) To.the cock that a .directot,.officer, employee, or agent of the Corp orationhas been successful on the merits Or otherwise in defense of soy action, suit nr proccedingatermel to in subparagerphs (a) and (I)), or in defense of any claim, issue, or matter:thetin, he or she she/iliac indeminifiejl ags.ittst expenses (inclodisignttomcys' fees) actually and unsomthly incurred by him or /actin connee4&i the(ewrift. • (d) Any inclemnifkattion under subpinegraphs (a) and (b) (unless macro'by a court) shall tic-made by the Corporation only as anthorised in the speak cast upon a cictenninatirin this he M•she.had tries the. applicable standard of condte:t set forth in submintipaphi (a) and Xli). Such deteuninatihn ihall be nettle: • (I) by the board of ditecrois n majority vote of a quorum consisting of difterena wke: were not parties totted, ;taint', suir, of proceeding;.rat (2) if such. a quorum, is not obtainable., or crew if obtaitables quorum of disinterested din.cton so directs:by inclepoulent.legal counsel `in a written opinion; or (3) by the scocithalera. Expenaen incurred in defeating a civilly, criminal action, suit, or proceeding maybe paid by the Corporation in of the final disposition of such action, suit, or proceeding as audio/bed by the board of directors in the specific case upontecdpr oftmenclertakiniby or on behalf of the director, officer, employee, or agent to 'repay such ntnunatts unless it shall ultimately be determincxl that he or she is entitled to be indemnified by the C:orporption as authotixed in this article. (I) The indemnification provided by this Melt sliall,not be cleaned exclusive of any intuit tights to vthich those seeking indemotheation may be welded boiler any bylaw, agreement, vote of stockholders or disinterested directors, or othetwise, bothas to Orlon in his or her official capacity and as to action in amnionr capacity while holding much office, andshall continue sit to a person who has coastal to he a • CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001671 EFFA_000 15 145 EFTA00165923  lb ilirectOr, officer, employee, or agent And shall inure to the benefit of she hens, cxecomni, and etiminiattatots of such person. GO 111a Corporation shall have power repurchase genii treinuit in:nuance on bdtaltof arty person who is or was A director, officer, employee, ur agent ofthe Corporation, ur is or was. sewing it the re(pleilt Of the Corporation as sr director, officer, employee, or agint of smother empotation, partnership, joint venture, ttust,. or other enterprise against any inttility asserted *Onto him or her mid recurred by hint or her in any such capacity, orstrising out otitis of her sutos es suck. windier or not the forpostion :would have the power to indemnify him twitter against. such &hinny tender the pnwisiorta of this Article. The. COT11O111lieill reserve the tight to amend, alter or repeal' any of the provisions of these Articles of Incorporation and to add or insert other provisions anthOriaed by the laws of the Vitain Islands in the manner and at tbg time prekrilsed by said laws, and all rights at any rime conferred upon the Bond of Directors And the stockholders by than: Articles of incorporation are grimed subject to the pmyidona of this Annie • fifi .• • 2 ;5 • (signature page lollovral CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001672 EFTA_00015146 EFTA00165924  IN WITNESS WHEREOF, ivelrive hefting° subscribed out navies this ra day of Not.cinbet, 2011.. 'Brett Cosy, Incorporator mummy 0.1: THE ut.wrizo sults vnt(;1 ISLANDS, ) DISTRICS OF St THOMAS AND ST. JOHN 'Ilte foregoing iibittontent was acknowledged beton: inc this rttb, day. of Norsambet 2011, by Erika A. Kellethals, Gregory). Fetbntscin, and Wert Geary, I L GONA MARIE BRYAN NOTARY PUSIXINIF 069-00 COMMISSION Er/R17$00/2tV2013 ST. TFIOMASFS.. T JOHN. IJ$VI 7 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001673 EFTA_000 15147 EFTA00165925  tilt USW PATISWGra NANOS COCFICEOP THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5019 Kongens God° . 1;05 Krug Shod ChoiSole Amalie. Argh blonds 00602 OlthlianSlOd; Woes islands ODECO Phone • 340:776.8515 ' Phone - 3003/34419 lox -.340.776.1612 fel- 340.773.0330 June Z. 201.3 CERTIFICATION OF GOOD SIANDING This is to certify that the corporation known as SOUTHERN TRUST COMPANY; INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of 1 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 condudt business in the Virgin Islands and the corporation is considered to Perin goad, standing. 1 entse Johannes Director, Division of Corporation and Trademarks D1/RR CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001674 EFTA_00015148 EFTA00165926  Coop No. 5331871 . . GOVERNMENT OF ; THE VIRGIN ISLANDS OF THE UNITED,STATLF.5 0- -CHARLOTTE AMALIE, ST: THOMAS, VI 00802 ill,: inaleaNigneti. Ill.:NAN I GOVi2hNO'1,1KihercKy • Ih:d• FINANCIAL INFOUNLVIILS. INC. • . O:the VIiiiiiiiiitliieliieti i it ins ofiitc ur: Nos cinint 18, 21)1 I ;I\ .provided. lot 6) 'W.V. /Al lit, le: of I;II.ttil3ohlticlii..d4lY' llal101'iletiVd, :, 4.i.:::. ,. Li WIIITyo(24kh4RFmksiit 0 JI. suid:Nlielcs;and t14/lici.lyiVI liaty! the samc. ii:ki flteir •,. tcces.*:AliyAibilOesietiliFtrir(04 *fr ill MC InI480401(3, :l Htikil!* ;e1,00 ,611;011 by lilt: pilnIC 3[..;1 for