EFTA01283131.pdf

1\144 02S°92 Deutsche Bank Private Wealth Management iNzl—ig02:5 tog -. Corporate Account Authorization and Terms and Conditions Officer's Certificate Account Plumber: rirtn. 7.17,01,/ iiati . the duly elected end actifig of Southern TN* Cowpony, Inc (the torporatIon") hereby cerUty that: .34 rt. (t) The follower° resolubons were adapted by unanimous content of the Board of Orectons of the Corporation on the day of ri/-C• 13 : RESOLVED, that any weans designeted W tae F re.si i of the Corporation are auttaized on behalf of the Conoradon to' 4) Open and meant/en one or more brokerage ecOosett(s) tor and le the name of the Corporation at Deutsche Bank Secants Inc (relined to henna as sDBSr (including any successor thereof); (W Deposit, deliver. assign. withdraw and transfer funds, nemmeets and lacunae, of any type', (C) Sell any Securities owned by the Corporation; (0) Buy any fl own*, in a ash account and (El Buy, sell and set) vacuities {including put and all options) short in a margin account: and (DELETE (E) IF INAPPLICABLE) di Execute all documents, end eserfOse end chest the exams, of all dudes, rights, and powers, and take all °coons necessary or appropriate to perform the powers enumerated abOW. FURTHER RESOLVED, Mai the PVe-S i of the Corporate° shall certify in venting any changes in the Pewee's. office or identity of tho3e persons eutheinzaa to perform the powers enumerated above. DBSI may rely upon any such Certificate Of authority rurniStied by the Corporation until written vindication of any change in authority shell have been received by DBSI. My past action en accordance with thus resolution it hereby fatifrod and confirmed. The powers enumerated above pertain to securities of any hire now or hereafter held by the Corporation in its own sight of in any fiduciary /Apathy. Power, previously certified by the Corporation shall not be effected by the dispatch or receipt of any other form of notice nor any change in the position with the Corpotattn held by any person so empowered. Any officer of the Corporation re hereby unhanded to certify these resolution to whin it may concern. (2) Each of the following we atehonzed to perform the powers enumerated in die foregoing resolutions end by signing ter or his men, vi thus section 2 agrees on Whin of the Corporabon to the Terms and Conditions attached hereto: (UM name and carp:tate position) Herne Position Signature Time Potreo') Name Position Signature Signature Deuterhe Bork Secwitios Inc, a auto:diary of Deubohe Berk AG, conducts Weinman* banking and niceties activities he the United Stain. 0913WW-0188 Corp Aca *oh a ISCI02/12) CORP 006420-022212 SDNY_GIrl_00038-841 CONFIDENTIAL - PURSUANT TO FED R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0001665 EFTA_00 149450 EFTA01283131  (3) The Corporation is duly agent:Owl and existing under the lane of the Sams of 1114. Vilna isRlaitid has the powers to take the actions authorized by the resolutions certified herein. (4) No action hes been taken to rescind or amend said reschniona, and they are now in fun force and effect. (6) No one other thsri the Capontka shall hems any Interest's, any account opened and maintained in the name of the Corporation. IN THE TERMS AND CONDDIONS ON THE NEXT TWO PAGES CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11. IN WITNESS WHEREOF, I have hereunto affixed my hendand the seal o1 the Corporation this 4 day of 37, tr , .10/3. J2-aw 3 4 / Signior. of Certifying Officer ‘'IN\ c V • t —J4, (Ike. Name of Certifying Officer • Ai' ≤ < r^ ire cia.Uni Canaria Thu of Certifying Officer ..... • • Meese note: A second certifying officer must agn dare fora certifying officer is one of the persons listed in section 2. &posture of Second Certifying Officer Name of Second Cemtietng Officer Corporate Title of Second Certifying Officer IF THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STATES. THE CLIENT MUST COMPLETE ANT/ RETURN A FORM W-8 ALONS WITH THIS OFFICER'S CERTIFICATE. 09-PWM.0186 Corp Acid AL', di TIC tO2)12I CCaP oosuotinzi2 SDNY_GM_00038842 CONFIDENTIAL - PURSUANT TO FED R. P. 6(e) CONFIDENTIAL DB-SDNY-0001666 EFTA_00 149451 EFTA01283132  ARTICLSOF INCORPORATION. CM 'Oil OF FINANCIAL INFOMATICS, INC. ----------- We, the undersigned, for the purposes of. associating to estahliali corporation for the transaction of the business and the promotion and conduct of the objects and iturpoies• hereinafter oared, tint fhe provisions • and subject to the requite/nem of the. lava of the Virgin Sands of the United States (hereinafter called the "Virgin Islamb").and partieulatly the Clem:rat Corporation law of the Virgin Island( (Chapter 1,11de 13, Virgin Islam's Cork),as the same may h rnerulcd.fmtnnine to time, do (hake and file ihtsc Anicksuf Incorporation in writing and tiu ccrtifr PATIO 41. 'The name of the Cokporation(hereinafter referred to as the "Corpotatic i") ix Financial Infotnatica, ABT•10,1311 The principal office of dm Corporation in the Virgin Islands h lot:gain 910011twensight, Ton of Saki Suite 15.16, tit. Thomas, IA.. Virgin Islands. 0080Z and the 41aMa of the resident agent of the Corporation' is Kellethals Ferguson LIP, whose mailing address is 0100 Ilatrensight, Poit of Sale, Suite 1546.St. Thomas, US. Virgin .1alands 0Q892, and wherse. physical •arlduess D0:Hasensight, Fort of Sale, Suite 13-16, St. Thomas, U.S. Virgin Islands. AunclAuii Without !Milting in any mender slip scope and geneotlity of the allowable functions of the Corporation, it e: hereby provided that the Corporation shall have the following ptupose4, objects and powers:. fit i. (1) lb engage in any lawful business in the United States Virgin.hilatuk —cr; (2) *To enter hue and carry out any contacts (Hegel in relation to tits Curetting business with any person, lion, association, corporation, or government or goveunovnal agency. . - • .• (3) To conduct its hinnies% in the Units*, States Virgin Wanda and in have offices within.rhe States Virgin Islands. (4) To borrow or•otise twiny to any rilhoUnCp0rmitted by law by 'the sale or issnaineett.ohl%atiuns of ady kind, to guarantee leans. other types of indebtedness and financing obligations, and to secure the foregoing by nuntgages•or other how upon nay and a0 Of the properly ofevety kinder the Corporation. (5) 1u do all. and everytiiing.necemary, suitable -an0 proper for the accomplialitnent of any of the purposes of the attainment. of any of the. objects or .die exorcise of of the Owen herein set forth, either alone or in coancoion with other fimis, •individinds, 4*ocianOtts o» corporations rti the Virgin Islands end elsewhere in the United States and foreign countries, and to do any other acts or thing incidental or appurtenant to or growing our of or connected with the said Initineas, purposes, objects and puivits of any- put thereof tun inconsistent with the laws of the Virgin Islands, and to exercise any and nil powers now or hereafter conflated by law on business corporations whether expressly enumerated herein or not. lire purpose!, objects and powers specified in this. Ankle shall not he limited or reattictral by reference to the retina olany other subdivision pr of any other ankle of these Ankles of Incorporation. • ca. r.:Lis:1 • SDNY_GM_00038-843 CONFIDENTIAL - PURSUANT TO FED R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0001667 EFTA_00149452 EFTA01283133  MMCIX n The roil number of :hart" oral) classes of stock that the Cotporation is authorised tu is*usr.is Ten Thousand. (10,000) shinta of common snick m11/1pat value: nu preferted Stock minimized. • 111e minimum minion of capitstwith which the Qmpotation'w111.commence business 'is tNi.e Thousand Dollata .01,000). ARTICLE V. 'ate names mid places of residence ofeach of thePerstan Corning the Corporation Ate as follows: RESLDUNCIZ linka A.. Kelledials DUMPsic Careellay, St. Thomas, V.I. 00802 Gregory.). Ferguson 314.4 Feted:mg, St. Thomas, V:I. 001302 Brett .Gesty 2-115 Sb palili dcRosendahl, In.'flromar., V.I. 00802 anta W The Cotporktinn is to have petpental nistettee. muslian . For the management ofIliebusinas and fot the conduct of the affairs of tine Corporation, and in (unhcr . rond tegulation orthe 'powers orthe Corporation sintl. ofits din:mots ay.41 • citation, definition, liminttiot stockholders, ii is Costlier provided; ,..: (t) The number of directors of tote Corporation shall be fixed by, or in the rilanntptottOrtiniille by-la*a, but in np case shall the number In; fewer tin three (3). The sliteitdis nad i).4t, he trockholcIctn . (2) to. furtherance- and not in limitation of the powers conferred by thelsws of th4:13'fiqyn_% Islands, and suhject at ail times to the provisions thereof, the Beary.l.ofpireetors u espies,* itrithorboAl and empowered: To mak; adopt and amend the by-laws of dut (kuporgoion,..subjact to the powen, of the anialuiltlets to alter,repeal or modify the bylaws adopted.hy the Boned of Pirectors. (b) To authorke and'sine obligations;of the CImpotatioti,seetited and unscented, to include therein such prostious as to Ndoemability, convertibility or otherwise, et the linami of 1)itectots in its sole discretion May determine, on4..to nutiiorize the mortgaging. or pledging of, and to authorise nud sowi ni he *maned .111Otergtts and Reds upon any properly of the Cruporation, tail or personal, inehicling after acquired proinny. (c) To determine whether any and, if any, what pan of the net proarn of the CotpoMtinn or of its net assets.' n fqxtens of its capital shall he declined in dividends and paid ió the stockholders, and to direct and cletetinine the use and dispoSition thereof. 2 SDNY_GR00038844 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0001668 EFTA_00149453 EFTA01283134  To set- apart a reserve or reserves, and to abolish such resent Of or to make such othor provisions, if.any, as. she:Board or Din-trots may deem. 'mammy or advisable for working. capital, for additions, improvemous and betterments to plant and equipment, for expansum of die husinessof tho Corporation (including the acquisition of real and personal pmperty for this purpose) and fur any other purpose of the Corpocition. (4 To establish bonus, profit-sharing, pension, thrift and other types. of incentive, minimisation or retirement plans tot the officers and employees finaiding•officets and employees who ate also direttor4 of the Corporation, and to fix the amount of profits to be diSotihdted or shared at eOlltrilioteti and the amounts of the Coqxuation's fonds or otherivisc to he devoted thereto, and to determine the persons to potheippic in any faith plans and the amounts of their respective patticiparipos. • (Q To issue or grant options (or the purchase of. shares of stock of dm Corporation In officers and employees (including officers and employees who ate also directors) of the Corporation and on. such terms sod conditions us the Board of 'Decocts may from time to time determine (i,) To enter into contracts for the mattagenwrit of thebusiness of the Corporation for retina not acceding fiVe(S) years. (h) To eaercise all the powen of the Corporation, except such ai art conferred by law, or by rlicie Ankles of incorpotatiun or by the hy4aws of the Corporation upon the stockholders. • 0 to issue such classes of stock ad.sake within any class of stock with such value and voting powers anwitli d such designations; preferences sled restive, pstticipiong, optional or other special rights, and mialifiMtions, limitations or restrictions 0,014;i is stated in the resolution or raolutions providitty, for the hone of such stock aillaptecilsy :the Board bf Directors and duly filed with the office of. the Lt. Governor of the Virgbit !Stands in accordance with Sections 91 and 97, Chapter 1), Virgin Islands Click, as the, nine may he amended from time to rime. ar ArrICLE VU tr. 14n stockholder shall. sell, convey, assign or otherwise moister any of hie or. tics. &woo of stock without first offering the. same to the Commotion at the lowest price at which the stockholder is willing to dispose. of the some; and the. Corporation shall have thirty (3.0) days within which•to acceptsainci the. Corporation shall notify the stockholder °fits election in writing. lf *armed by the Corporation. the stockholder shall ptoroptly assign the alma of stock to the Corptionion, and nit Cominntion shill promptly pony therefor. If the Corporation rejects the Offer, then the stockholder, shall Offer the stock to tberemaining stockholders wider the same 11211115 As offered to the :Comoration; and the remaining stockholders Awn have thirty :(S0) days within which to collectively or individually accept the name in writing. IC the teinaining stockholders reject .the offer, thou the stockholder shall the tight -to sell the stock at the Sortie or-agreatet pticc than that at whkli it was offered ni the Corporation. If die stockholder shall desire maell.the stock at a lessortiriee than that originally quoted-to the Corporation, the stockholder trust then repeat the prOass proffering thcstock for sale to /he Commotion and the itockhulden. in turn. Shires of Steelyin this Coqsntation silttll Mg be tmositettca of soil until the sale of transfer has been repotted to thilBoard of Directorsmid approved hythent. 3 SDNY_GM_00038/345 CONFIDENTIAL - PURSUANT TO FED R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0001669 EFTA_00149454 EFTA01283135  No stockholder shall pledge a4 amiateral fin indebtedness any shares of stock without first °braining the written consent of a majority of the disinterested otemberi of the Board of Directors at the Corpormion. 'ARTICLE IX. At all elections of Ono:0.k each .stockholder shall he entitled to as marry votes ns.shall opalthe nnn%cr of votes (ha (except for such pnwision as to ramitnatirevnting) the stockholdet.woold be entitled to ens; hit the election or ainvors with re/par to his or her sbaNs of stock uroltiplkid by the number of: directors to be elected. The-stocklioldet may east all ?oho for a single:director or disttibuw them ainong any two or more of ihemss.he.or the may see fit. At lean ten. (10) dayi notice Slid be.given, however the shareholders arc entitle to waive notice of the meeting as provided by law. Furthermore, the meeting-and vote. of sniekholdeni may be dispensed with, if all of the 04'mM-tub-lets who wouldhavebeen entitled to vote upon the action french meeting were held, shall influent in writing to such unpotatestefinn being taken. ARTICLE X Subject to the provisions of.Section 71, Virgin islandsCtide, the Corporation mny miter into contracts or ntberwise transact hininets with one or more of:ita direetths Or. orfisetS, or 'with firm ot association of which one or mote of its directOrt or officers arc metlibers or employees, -or with any other cOrpentlion or association- of which. one of Moretti its diieetOnt or-officers ate ittociltholdeo, directors. officers, or employees, and no such coritmet or mouraction /doll be .invalidated or in any way iffecttxt by the fact that such director or directors or officer or officers have or May have interests, therein that arc or might lie-adverse to the interests of the Corporation even though the vote of the director or directors having such adverse' nterest Is necessity to obligate. the .Corponnionon 'such -contract or tnnitatetion,provided that in any such ease the factor such interest shall be disclosed or known to the directors or stockholders acting on or irk mien:nee to such, contract of transtairm. No direetorok directors or offieelorofficent having such disclosed or known advertg&interrat.shall he liable, to the Corporation or to any stockholder. or creditor thereof or to any other pcntofefor any loss inctinuck by it under or by reason of any Rich contracr•ortransaation, nor shall nny truth dirle)or tiditatots or officer or offices lee ationitirabk for anygains or profits.realized thereon. the proviiinata.Y.if this:Article/hall not i.e coast:nod to invalidate or in any way .affect any contract or tpinatietion that wotridelitlieeise*e- yarn) under ;. . ATI1C4,33 XZ (a) The •Corpoffition shall indemnify ally person who was &lantana), ot is threatened to be node a party to any. threatened,. pending, or tornpkted action, suite, or_ proceeding, whether civil, criminal, administrative, or investigative (other than an hetion hy or in .rlut right of the Corporation) by reason of the firer that he of she ilk of was tt director, officer, employee.. or agent olthe Corporation, or is or watt saving at the request of Oa Corttomtion as a director, officer, employee, or agent of another corporation, pattoership,.Mintventure, trust, Or other onto-prim against espenses (ine/tiding attorneyss fees), judgments, linos and AMOINIII paid itractdement mettle* and rensomibly incorrea by him or bet in connection with such ;tenor; suit, or proceeding if; (1) hp:or the acted (A) in good faith and. Qv -in a manner reasonably helievetito he in or nut opposed tithe hest itscresta of the CiarporatiOn; and, (2) with rotpect Many eriininta action or proceeding, hoot she had no ma stumble cause to believe his or her mandoct was unlawfuL 4 SDNY_Gm_00038846 CONFIDENTIAL - PURSUANT TO FED R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0001670 EFTA_00 149455 EFTA01283136  dUc termination of any action, alit; or link:ceding- by judgment order, settlement, GUIPACtiON ur upon- a plea of nolo contendire or its equivalent, shall not, of itself, crease a presumption that the person dill not adi in good kith Anil in a manlier which he or the trireme* believed to be in or nor opposal to the best illfettithl of the Corporation and, with respect to any ctimihal action or proceeding, had reasonable cause to believe that his conddct was unlawful. 'Ilea Corporation ihall indemnify any person. who was or is a party or is threatened to be made a perry tualltY tbreAroond..1Kttding..or completed action. of suit by or in the right of officer, employee, or agent of the Comontoon, or is or was servingrot the request of the venture. trust, or other. totrApritic •agtinst expeoset (including attorney% fees) serially and remand* incurred by him or her in comuktion with the clefense•orstttlemcnt of such sittion.tx quit if he or she acted: • (I) in good, faith; and (2) in a manner he maim reasonably believed to be in or not opposed ro the hair interests of the Corporation. Ilmvetter, no indemnification shall be made in respect ofall claim, issue; ot.Motet as to which such person.shalt have beenadjudged to be liable Mr negligence of misconductintheperformance of hii or lief duty to the Cmporailon untatKand only lathe extent that the court in which such actionor suit ix brought shall &ramble upon appliance) that, despite. the adjudication of liability but in vicur of all the circumstances of the case; such person is fairly And •reaitunably entitled to indannity for such. expenses • which the court ahnitrieem proper. • To. the extent than r(itectocoficer, employee, dr agent of the Corparationinut been successful on the Meriti ni othawkre in defense of any action, suit,. or pr0ceeditwi referred to in subparagnipho (a) mut (b), or. in defense of any elaim, issue, or minter Actin, he or she shall he indemnified 144 2a expenra (aChlialtiftffIffItyle ices) sootily and rmsonalily incurred by him or halt conneeriito theecnviih. ".± (d) Any indemnification under. subparagraphs (a) and (b) (unless maimedby 'a court) shill kieTinsde by the Corporation orgy ag ittithorir.ed in the specific case upon * rictermtnition thin at she.bact Met the lippk.abk standard of conduct set forth in xubparagtoplis (a) and :(b). Such (Ictop*atfin ihall lx male: .• : • a -% (I) by the bawd of direcniis lry a majority vote. Of a (Forum consisting of cfirtettns who were nor parties mouth aainp, suit, of pfticeedingtor (2) if such. a quorum Is not obtainable, or evenif obtainable a quorum.of dialoteresed directors so directs:by independent. legal counsel' n a written opinion; or (3) by the stockholdesS. (4: Experjaat incurred in defi-ating a criminal action, soircot peotecdireg maybe paid by the Corporation in'ativanes of the final disposition of stick action, suit, or proceeingas. authorized by the board of directors in the *scenic case upon•recapt ofan•midertakingby or no behalf of thc director, officer, employee, or agent totem sralt amounts wilas it Shall ultimately be, determined that he or she is entitled to be incitonnified by the Corpnation as authorized in this article. (i) The indemnification provided by this Ardek 1h/rd.not be deemed exclusive or any intuit tights to Which those seeking Indemnification may be entitled Cinder any bylaw, agreement, vote of stockholders or diahstereated directmv, or otherWisc, both as to itetiOn in his or her official capacity aortas to Fiction hi another capacity- while holding ouch office, :Md. shall continue as to a pinion who has eased. to he a 5 • SDNY_GM_00038847 CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0001671 EFTA_00149456 EFTA01283137  &wenn; officer, employee; or agent and shill incite to the benefit; of the heirs, executors, and a dmittistratont of such person. GO The Cotponnion shall have power to-purchase and nuininin insurance on behalf of any person who is or was * director, officer, cmpltiyee, or agent of 'the 'amputation, OF is or was serving at the request of the. Corporation at a• director, officer, employee, or agent of another corpOration, pannership, joint venture,..uust. or other enterprise against any liability suterted against him os het midincurred by him Or her in *fay such capacity, orarising out ofhis or ha status as suckwhether or not the Corporation :would have the power to indemnify him or her against. such liability tinder the. pnwiaions or this Article. ARTICLE Xff The Corporation reserve the tight to amend, "ha or repeal- any of the provisions of thew Ankh:3 of Incorporation and to add or insert, other pmvisions aothritiaed by the laws of the Virgin Wanda in 'the manner and at the time prokribed bysaid laws, and all tights at any rime conferred upon the Bond of 1)inxtors and the stoaholdent by Iliac Articles of Incorporation are granted subject- to time proyisjous of thin Article. • isignature page lolkiws) r 6 SONY_GM_00038848 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) CON IDENTIAL DB-SDNY-0001672 EFTA_00149457 EFTA01283138  lt4 1,WINFS8 WRIM180F, are hereunto subscribed Our naMes this fhb clay or November, 2011. CAW incorporator limn Gary. Incorporator motrrovt OF THR:Timm sTivras vixen&lamDs ) Dimes OF St IliotsfA'S AND ST. JOCIN The ruieguilig iwatiment Was acknowledges! heron: nu: this 12th day of November. 2011, by Cu * 4. Gtogoty J. Fritgwion, and Brett Geary. L GINA MARE- YAN • NOTARY PUB1 COMMISSION EgPIRT$000/2013 ST. -1140MANST JOHN. USW I•2S ••77.: • . . • (1.3 •eal SDNY_GM_00038849 CONFIDENTIAL DB-SDNY-0001673 CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) EFTA_00149458 EFTA01283139  G401380- im %no SIAM %MGM ig..4.t4DS OFFICEOF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Koopens Gpde 1105 King Sfroet Cholotle Arndt.*gin stand 000302 Cheelianueo: vkgin islands 00820 Phone - 340.77611515 ' Phone - 3103/3.6449 lox -.340.776.4612 Fcri. 340.773.0330 June 25, 20t3 CERTIFICATION OF coop 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 goad, standing. entse Johonnes I Director, Division of Corporation and Trademarks Oggg