EFTA01268304

Rage t of 3/ Corp No. 583164 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES 0 _ CHARLOTTE AMALIE, ST. THOMAS, VI 00802 CERTIFICATE OF EXISTENCE tro au to Whom these laments 6hott erome:-) 1, GREGORY R. FRANCIS. Lieutenant Governor of the Virgin Islands do hereby I:Citify that 1 am, by virtue of the laws of the Virgin Islands, the custodian of the corporate records and the proper officer to execute this certificate. I further certify that the records of this office disclose that SOUTHERN FINANCIAL, LLC Limited Liability Company was duly registered to conduct business in the Territory on February 25, 2013 and has a legal existence as a Limited Liability Company so far as the records of this office show. Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 27th day of February, 2013. arANCIS lieutenant Governor of the Virgin Islands CONFIDENTIAL SDNY_GM_00012181 EFTA _00I22832 EFTA01268304 Rage 2 of 31 The foregoing paragraph shall be construed as enumerating both objects and put poses of this Company, and it is hereby expressly provided that the foregoing numeration of specific purposes shall not be held to limit or restrict in any manner the purposes of this Company otherwise permitted by law. ARTICLE THREE DURATION ANQ CONTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. ARTICLE FOUR ORGANIZER The name and address of the organizer of this Company is. Greg J. Ferguson :13 Ca n rl Mailing Address: 9100 Port of Sale biallcSuitglN St. Thomas, Virgin islands 00802 :! 5)1 Physical Address: 9100 Port of Sale kfltIL.'81;taite15? St. Thomas, U.S. Virgin Islands 00802 e. rri ARTICLE FIVE MANAGEMENT The Company shell be manager-managed. The initial manager of the Company shall be Jeffrey Epstein. The physical and mailing address of the initial manager of the Company is 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US$1,000.00). ARTICLE SEVEN LIMITATION OF LIABILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (i) a breach of a manager's duty of loyalty to the Company or its members, (ii) an act or omission, not in good faith, that constitutes a breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which a manager received an improper benefit whether or not the benefit resulted from an action taken within the scope of the numager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable 2 CONFIDENTIAL SDNY_GM_00012182 EFTA_00I 22833 EFTA01268305 Rage 3 of 31 IN WITNESS WHEREOF, the undersigned person has hereunto set his hand as Organizer of the Company this 25th day of February, 2013. /Greg 3. Ferguson IN THE. TERRITORY OF THE UNITED STATES VIRGIN ISLANDS UNITED STATES OF AMERICA t,0 fr. ts, ;NI CJI : 2 BEFORE ME, the undersigned authority, on this 25th day of Februafyi 2€05, ally appeared Greg J. Ferguson, who, being by me first duly sworn, declared that his rson who signed the foregoing document as the Organizer of the Company anct...thaarae statements contained in these Articles of Organization are tile. • . .- • CD • Notary Public in aM for the Tezeitory of the United States Virgin Islands My commission expires: 4 r{ < c, rn Breit A. Crary Mary state NP.13.1.1I Si. now . SL Mit utvi My Cetrernision Wien: Deterokra XtI3 CONFIDENTIAL SDNY_GM_000 12183 EFTA_00 I 2283,1 EFTA01268306