Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM 'Delaware PAGE 1 The yirst State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, 130 HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "OGILVY PUBLIC RELATIONS WORLDWIDE INC." AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF JUNE, A.D. 1989, AT 10 O'CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE TWELFTH DAY OF SEPTEMBER, A.D. 1989, AT 10 O'CLOCK A.M. CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "ADAMS & RINEHART, INC." TO "OGILVY ADAMS & RINEHART, INC.", FILED THE TWENTY-SEVENTH DAY OF DECEMBER, A.D. 1991, AT 9 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 1991. CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-FOURTH DAY OF AUGUST, A.D. 1994, AT 9 O'CLOCK A.M. CERTIFICATE OF RENEWAL, FILED THE THIRD DAY OF JUNE, A.D. 1997, AT 9 O'CLOCK A.M. CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "OGILVY Harriet Smith Windsor, Secretary of State 2200706 020144004 8100H AUTHENTICATION: 1643045 DATE: 03-04-02 Received by NSD/FARA Registration Unit 01/22/2018 6:03 28 PM Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM PAGE 2 The yirst State ADAMS & RINEHART, INC." TO "OGILVY PUBLIC RELATIONS WORLDWIDE INC.1’, FILED THE TWENTY-SEVENTH DAY OF JANUARY, A.D.1998, AT ? O'CLOCK A.M. CERTIFICATE OF MERGER, FILED THE TWENTY-SIXTH DAY OF DECEMBER, A.D. 2001, AT 9 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2001. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION. Harriet Smith Windsor, Secretary of State 2200706 8100H AUTHENTICATION: 1643045 Received by^SD/FARA Registration Unit 01/22/2018 BM?:28W'‘■n5 Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM , FILED ,V mam CERTIFICATE OFINCORPORATION v nv W •> FIRST: : M ttaswmrflFwre ADAMS & RINEHART, INC The name of the corporation is ADAMS & RINEHART, INC SECOND: The address of ite registered office in the State of Delaware is Corporation Trust Center, 1209 OrangeStreet, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The nature of the business or purposes to be conducted or promoted is: under the General Corporation Law of Delaware, provided that the corporation is riot formed to engage in any act or activity whidi requires the consent or approval of any state official, department,board, agency dr otherpody, without such coindent or approval first being obtained. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock of die par value of $1.00 per share. FIFTH: The name and mailing address of the sole incorporatoris as follows: NAME MAILING ADDRESS Ricki J. Schweizer 309 West 49th Street llthFloor New York, NY 10019-7399 SIXTH; The corporation is to have perpetual existence. Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM SEVENTH: In furtherance and notin limitation of the powers conferred by statute the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation, subject to thepower of die stockholders to alter, amend or repeal any by-laws made by the board of directors. EIGHTH: Qections of directors need not be by written ballot unless the by­ laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as tile by-laws may provide. The books of the corporation may be kept (subject to any provision contained in die statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by­ laws of tiie corporation. NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or h&eafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General CorporationLaw of the State of ' t Delaware, does make this certificate, hereby declaring and certifying that this is my * act and deed and the facts herein stated are true, and accordingly has hereunto set my hand this <2^ day of ^li-C/1989. Sole Incorporator 2 Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM FILED idfid&odH CERTIFICATE OF OWNERSHIP AND MERGER MERGING ADAMS & RINEHART, INC INTO ADAMS & RINEHART, INC. SEP 1* W ' fiEcflnmwoFswre (Pursuant to Section 253 of the Delaware General Corporation Law) Adams & Rinehart, Inc a Delaware corporation (the "Corporation"), does hereby certify: FIRST: That the Corporation was incorporated and duly organized pursuant to the General Corporation Law of the State of Delaware. SECOND; That the of the capital stock of Adams & Rinehart Inc, a New York corporation ("Subsidiary Corporation"). THIRD: That the Corporation by resolutions duly adopted by its Board of Directors on the day of . 1989, determined to merge with and into itself Subsidiary Corporation, pursuant to Section 253 of the General Corporation Law of the State of Delaware, on the conditions set forth in such resolutions: EESOLVED: That the Corporation shall merge with and into itself its subsidiary, Adams & Rinehart, Inc, a New York corporation (the Subsidiary") and assume all of Subsidiary's liabilities and obligations; FURTHER RESOLVED: That foe President and the Secretary of the Corporation foall be and they hereby are, jointly and severally, authorized and directed to make, execute and acknowledge a certificate of ownership and merger setting forth a copy of the resolutions so to merge Subsidiary into foe Corporation and to assume Subsidiary's liabilities and obligations and the date of adoption thereof and to file, or cause same to be tiled, in the office of foe Secretary of State of foe State of Delaware and a to do, or cause to be done, all acts and tilings whatsoever whether within or without the State of Delaware, as may.be necessary and proper to effect foe merger. Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM Received by NSD/FARA Registration Unit 01/22/2018 6:03:28PM IN WITNESS WHEREOF, Adams& Rinehart, Inc. has caused its corporate seal to be affixed and this certificate to be signed by Jonathan Rinehart, its Chairman, and attested by Craig G. Lewis, its Sectary and treasurer, this ■_ day of ___ ,1989. ADAMS* * By. ona Chairman ATTEST: L Craig G Secretary and Treasurer * 2 - Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM Received by NSD/FARA Registration Unit 01 /22/20IB 6:03:28 PM STATE or DELAWARE SECRETARY, OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 12/27/1991 913615242 - 2200706 cmmomQFMwm OF OGILVY & MATHER PUBUC RELATIONS, INC. (a New York fflipwato) INTO ADAMS & RINEHART, INC. fa Pelawra corporation) Pursuant to Section 252(c) of the General Corporation Law of the State of Delaware The undersigned, being the surviving corporation, hereby sets forth as follows: FIRST: The name of the surviving corporation is Adams & Rinehart, Inc. (the "Surviving Corporation”); its State of incorporation is Delaware. SECOND: The name of the non-surviving corporation is Ogilvy & Mather Public Relations, Inc. (the "Non-Surviving Corporation"); its State Of incorporation is New York. THIRD: A Plan and Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each constituent corporation in accordance with Section 252(c) of the State of Delaware Genera) Corporation Law. FOURTH; The Plan and Agreement of Merger between Ogilvy & Mather Public Relations, Inc. and Adams & Rinehart, Inc. shall become effective on December 31, 1991, following the filing of this Certificate of Merger by the Secretary of State of Delaware (the "Effective Date"). FIFTH: The Certificate of Incorporation of the Surviving Corporation shall be its Certificate of Incorporation, except insofar as Article I which shall be deleted in' its entirety and the following Article I shall be substituted therefor: % The name of the Corporation is Ogilvy Adams & Rinehart, Inc." Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM SIXTH: The executed Plan and Agreement of Merger is on file at the principal place of business of the Surviving Corporation; the address of said principal place of business is as follows; 708 Third Avenue New York, New York 10017 SEVENTH: A copy of the Plan and Agreement of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. EIGHTH: The Non-Surviving Corporation is authorized to issue 1000 .shares of stock, $1,00 par value. jm IN WITNESS WHEREOF, this certificate is hereby executed this IT. day of December, 1991. ATTEST: Robert w. Burgdss, Secretary Received by T^SD/FARA Registration Unit 01/22/2018 6:03:28 PM Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM STATE OF OEUUARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09s00 API 08/24/1994 944158594 - 220070S f CERTIFICATE OF OWNERSHIP AND MERGER OF OA&R WASHINGTON, D.C, INC BY OGILVY ADAMS & RINEHART, INC Pursuant to Suction 253 of the General Corporation Lav of the State of Delaware OGILVY ADAMS & RINEHART, INC, a corporation fanned under the lams of the State of Delaware, desiring to merge OA&R WASHINGTON, DC INC pursuant to the provisions of Section 2S3 of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows; FIRST: That OGILVY ADAMS & RINEHART, INC is a corporation formed under the laws of the State of Delaware, and its Certificate of Incorporation was filed in the office of the Secretaiy of State on the 28th of June, 1989 and that OA&R WASHINGTON, D.C, INC is a corporation farmed under the laws of the State of Delaware, and its Certificate of facoiporation was filed in the office of the Secretary of State on the 20th of December, 1991. SECOND; That the Board of Directors of OGILVY ADAMS & RINEHART, INC. by resolutions duly adopted on the 1 day of Av>£usc_ * 1994, determined to merge OA&R WASHINGTON, DC, INC and to assume all of its obligations; said resolutions being as follows: •WHEREAS, this corporation has acquired and now lawfully owns all of the stock of OA&R WASHINGTON, D.C, INC and desires to merge this corporation; NOW, THEREFORE, BE IT RESOLVED, that this corporation merge and it does hereby merge OA&R WASHINGTON, D.C* INC and does hereby assume all of its obligations; and S0'd ‘ON 3N0Hd3“Bl 01 ' 1833119 *8 SlfWO UOad cS:£T P'&6\/ZZ^& Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM \ RESOLVED, that the proper officers of this corporation be, and they hereby are, authorized and directed to mate and execute, in its name and under its corporate seal, and to file in the proper public offices, a certificate of such ownership, setting forth a copy of these resolutions; and FURTHER RESOLVED, that the officers of this corporation be, and they hereby are, authorized and directed 10 t&ke such further action as in their judgement may be necessary or proper to consummate the merger provided for by these resolutions.* IN WITNESS WHEREOF, said O&LVV ADAMS & RINEHART, INC. has caused this Certificate to be executed by its officers thereunto duly authorized this 22nd day of August? 1994. OGILVY ADAMS & RINEHART, INC. By. 5/JOHN MARGARITIS John Margamis, President ATTEST: S/WILLIAM CHESS ,_____________ William Chess, Secretary and Treasurer Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM I CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER or OQILVY ADAMS 4 RINEHART, INC. OQILVY ADAMS £ RINEHART, INC., a corporation organized under the laws of Delaware, the certificate of incorporation of which was..filed in the office of the Secretary of State on the 38th day of June, 1989, and recorded in the office of the Recorder of Deeds for Rent county, the charter of which wee voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter, and hereby certified as follows: 1. The name of the corporation is OGILVY ADAMS & RINEHART, INC. 2. Its registered office in the State of Delaware is located at Ltdted Corporate Services, Inc., is East North Street, in the City of Dover, County of Rent, State of Delaware 19901. The name of its registered agent at that address is United Corporate Services, Inc. 1. The date when the restoration, renewal, and revival of the charter of thia conpany is to commence is the February 28, 1997, same being prior to the date of the expiration of the charter. This renewal aid revival of the charter of this corporation is to be perpetual. 4. This corporation was duly organized and carried in the business authorized by its charter until the March 1, 1997, at which time its charter became inoperative and void for non-payment of taxes and this certificate for renewal and revival la filed by authority of the duly elected directors of the corporation in accordance with the laws of Che State of Delaware. IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, aa amended, providing for the renewal, extension and restoration of charters, William Chess, the last acting Secretary of OQILVY ADAMS & RINEHART, INC., has hereunto set his hand to this certificate this third day of June, 1997. William Chess, Secretary SOUS OF 08ZAHRRF SEC8STARY OF STATE DIV2SZ011 OF CORPORATIONS Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PMTTjan Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM l CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF OGILVY ADAMS A RINEHART, INC The undersigned corporation, in order to amend its Certificate of Incorporation, hereby certifies as follows: FIRST: The name ofthe corporation is: OGILVY ADAMS & RINEHART, INC SECOlfi): The corporation hereby amends its Certificate ofIncorporation as follows; paragraph FIRST ofthe Certificate of Incorporation, relating to the corporate title of the corporation, is hereby amended to rod as follows: “FIRST: The name of the corporation is: OGILVY PUBLIC RELATIONS WORLDWIDE INC” THIRD: The amendment effected herein was authorized by the consent mwriting, setting forth the action so taken, unanimously signed by the holtos of afl the outstanding shares entitled to vote thereon pursuant to Sections 228 and 242 ofthe General Corporation Law of the State of Delaware IN WITNESS WHEREOF, I hereunto sign my name and affirm that the sttfements made boron are true under the penalties of perjury, this 33- day ofDecember, 1997. William Chess, Secretary W188MYWWII.DOC3023/MS stats of as&AWUtff 'gffnfffpap.v o&* state rvzfflpelrravoiuFioiis Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 Pivf A* . A« %*• *4 ftt /4 AA Received by NSD/FARA Registration Unit 01/22/2018 6:03:28 PM STATS OF O&lAMARZ SECRETARY OF STATS DIVISION or CORPORATIONS FILED 09:00 AN 12/26/2002 010666350 - 3200706 CERTIFICATE OF MERGER of ALEXANDER OGILVY PUBLIC RELATIONS WORLDWIDE, INC (* Delaware corporation) info OGILVY PUBLIC RELATIONS WORLDWIDE INC. (a Delaware corporation) Pursuant to Section 251 of the State of Delaware General Corporation Law The undersigned, being the surviving corporation, hereby sets forth as follows: FIRST; The rums of the surviving corporation is Ogilvy Public Relations Worldwide lac. UOPR”) and its state of incorporation is Delaware. The name of the non-surviving corporation is Alexander Ogilvy Public Relations Worldwide, Inc. (^Alexander**) and its state of incorporation is Delaware. SECOND: An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each constituent corporation in accordance with Section 251 of the State of Delaware General Corporation Law. THIRD; The Certificate of Incorporation of the surviving corporation shall be -the Certificate of Incorporation of OPR. FOURTH: The executed Agreement of Merger is bn file at the office of the surviving corporation located at 909 Third Avenue, New York, NY 10022. FIFTH: A copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation. SIXTH: The merger is to become effective on December 31, 2001. IN WITNESS WHEREOF, due certificate is hereby executed this 24* day of December, 2001. OGILVY PUBLIC RELATIONS WORLDWIDE INC. By: /a/William Chess William Chess Chief Operating Officer «301D 14G9Z011 .OOC/6#3t/ZA Received by Nsb/FARA Registration Unit 01/22/2018 6:03:28 PM A?