EPSTEIN
page 2 / 364 . OCR, unverified
connection with the defense or settlement of such action or suit if he or she acted:
(1)
in good faith; and
(2)
in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation.
However, no indemnification shall be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable 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
brought 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), or in defemse of any claim, issue, or matter therin, he or she shall be. indemnified agairist expenses
(including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
Any indemnification under subparagraphs (a) and (b) (unless ordered by a court) shall hijOade by the
Corporation only as authorized in the. specific case upon n determination that he or she,bad met the
applicable standard of conduct set forth in subparagraphs (a) and (b). Such determination shall be
made:
ts?
(1) by the board of directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit, or proceeding or
(2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in n written opinion; or
(3) by the stockholders.
Expenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amounts unless it shall ultimately be determined that he or
she is entitled to be indemnified by the Corporation as authorized in this article.
(0 The indemnification provided by this Article shall not he deemed exclusive 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 RS 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 be a
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
CONFIDENTIAL
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METADATA_FILENAME: EFTA01360971.pdf
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director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person.
(g)
The Corporation shall have power to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him or her and incurred by him
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 liability under the provisions of this
Article.
ARTICLE XII
The Corporation reserves the right to amend, alter or repeal any of the provisions of those Articles of
Incorporation and to add or insert other provisions authorized by the laws of the Vhgin Islands in the manner
and at the time prescribed by said laws, and all rights at any time conferred upon the Board of Directors and the
stockholders by these Articles of Incorporation are granted subject to the provisions of this Article.
(signature page follows]
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
CONFIDENTIAL
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METADATA_SOURCE: IMAGES0029
METADATA_FILENAME: EFTA01360972.pdf
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int rut :*,4l
flip UNII ED STATES VIRGIN IS( AND)
OFFICE OF THE LIEUTENANT GOVERNOR
DIVISION OF CORPORATIONS AND TRADEMARKS
5049 Kongens Gado
Chalol le Amalie, Virgin Islands 00802
Phone - 340.776.8515
Fax - 340.776.4612
June 25, 2013
CERTIFICATION OF GOOD STANDING
1105 King Street
Christiansted, Vkgii Islands 00820
Phone 340.773.6449
Fax 340.773.0330
This is to certify that the corporation known as SOUTHERN TRUST
COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of