EFTA01269261

1 First Bank Vb din &outs Corporate Resolution I, the undersigned Secretary, hereby certify to FastBank, that at a meeting of the Board of Directors of Gratitude Medea , LTD. ('Corporation) a corporation organized and existing under the laws of US Virgin rebinds duly called and duly held on the 11 day of Febuary • 2016 the following Resautbns were duly adopted. and that the sald Resolutions have been entered upon the regular Minute books of the Corporation, are in accordance with the By-laws and are now In full force and effect. RESOLVED: 1. The Officers of Corporation, or any one or more of them, are hereby authorized to open a bank account or accounts from time to time with Pasta:ink end its subsidiaries and enlister, (each being hereinafter referred to as 'Bann for and in the name of Corporator) with such title or titles es he or they may designate. 2. The Jeffrey Epstein, President and Darren thdyke, Treasurer Dwain by The istraretstrarrencen, ea. Powannit Tiernan ecolbsece. Of Corporation. signing Siegly Woe purpose of haft" ea, swab. OM b.10. CC) and their successors and any other person hereinafter authorized by any means to sign on behalf of Corporation fAuthonzed Person(s)) are hereby authorized to skim, by hand or by facsimile (including, but not limited to, computer generated) signature(s), CheCks drafts. acceptances and other instruments (hereinafter each collectne) referred to as 'Item(s)). Notwithstanding the above. any Authorized Person Is authorized singly lo: (1) inmate Automated Clearing House rACH, debits without a signature; (2) initiate payments by use of Depository Transfer Cheeks CDTC') without a signature other than the name of Corporation printed on the OTC: or (3) give instructions. by means other than the signing of an nem, with respect to any account transaction. Including. but not limited to, the payment. transfer or withdrawal of funds by wire, computer or other electronic means, or Other/Mo. or of money, credits. items or property al any time held by Bank for account of Corporation rinstructionC). 3. Bank is hereby authorized to honor and pay Items, whether signed by hand or by facsimwe Onduang, but not Ignited to, computer generated) signature(*) N the actual or purported factrimbe signalureS(S), regardless of how or by whom aMxed, resembles the specimens sad with Bank by Corporation and other cyders, DTCs, ACM", and InstructIons, given singly by any Authorized Person. Bank is further authorized to honor.end pay DTCs, ACHs, Instructions, and other orders given singly by any Authorized Person, Including such as may bring about or Increase an overdraft and such as may be payable to or for the benefit of any Authorized Person or other officer or employee individually. without inquiry as to the circumstances of the issuance or the disposition of the proceeds thereof and without Emit as to amount. 4. Bank is hereby authorized to accept for deposit, for credit, or for collection, or otherwise, items endorsed by any person or by stamp or other Impression in the name of Corporation without inquiry as to the circumstances of the endorsement or any lack of endorsement or the • disposition of the proceeds. 6. The Joann Epstein, President and Darren Indyke Treasurer (maaneey Bra person(Oarmonsso loaned loom*, bonus. els.. a.. Pleases Vc•PreVelent *snorers et.) Of Corporation, signing Dually (wkly. Mw wew.,OI Cr. to ea orpert•lh.sbeir. ant Mt. ew) are hereby authorized to effect deans and advances and obtain credit el any time for Corporation from Bank (and guarantee on behalf of Corporation the obligations of others to Bank). secured or unsecured, and for such loans and advances and credit arid guarantees to make. execute and deliver promissory notes and other written obligations Or evidence of Indebtedness of Corporation, applicalons for letters of credit instruments of guarantee and Indemnity and any agreements or undertakings, general or specirc, with- respect to any of the foregoing, and as security for the payment of loans, advances. indebtedness, guarantees and nab' ties of. or credit given to. Corporation or others to pledge, hypothecate, mortgage. assign, transfer, grant liens and security Interests In, give rights with respect to, endorse and delver property Of description. real or personal, and any interest therein and evidence of any thereof at any time held by Corporation, and-to execute mortgages, deeds of twit, security agreements, Instruments of transfer, assignment or pledge. powers of attorney and other agreements or Instruments which may be necessary or desirable in connection therewith; and also to sett to, or discount with, Bank, commercial paper, bills receivable, accounts receivable, stocks, bonds or any other securities or property at any time held by COlperalien, end to that end to endorse, assign, transfer and deliver the same; to execute and delver instruments or agreements of SUb011ftelitel and assignment satisfactory to Bank and also to give any orders or consents for the delivery. sale. exchange or other disposition of any property or interest therein or evidence thereof belonging to Corporation and at any time in the hands of Bank, whether as collateral ore/atomise, and to execute end deliver such other agreements, Instruments and documents and to do such other ads and things as may be necessary or deskabie or required by Bank in connection with any of the foregoing and Bank is hereby authorized to honor, accept and execute any of the transactions described above. 6. M loans. discounts and advances heretofore obtained on behalf of Corporation and at notes and other obligations or evidences thereof of Corporation held by Bank are hereby approved. ratified, and confirmed. 7. Corporation does hereby glee to Bank a continuing bon for the amount of any and all liabilities and oblgations of Corporation to Bank and claims of every nature end dpscnptba of. Bank against Corporation, whether now eidsling or hereafter incurred. originally contracted with... Bank and/or with another or others and now a hereafter owing to or acquired in any metier by. Bank. whether contracted by Corporation alone or jointly and/or severalty with another or others. ablettitror contingent. secured or-unsecured, matured or unmatured-upon any end as moneys. securfieS and any and all other property of Corporation end the proceeds thereof. now or hereafter actual!), or constructively held or received by or In transit In any matter to or frorn Bank. Its correspondents or agents from or for Corporation, whether for safekeeping, custody. pledge, transmission, collection or otherwise oaring into the possession of Bank in any way. Bank shall also have a right of set-off for the amount of the obligations, and Bank may at any time or limes and without notice apply Corporation's deposits (general or special), Corporation's credits with Bank, or Corporation's claims against Bonk. or any parts thereof, to such obligation{ Bed In such amounts as Bank may Ceti, although said obligations may be contingent or unmatured and whether any colateral therefore is deemed adequate or not. e. In case of conflicting claims or disputes, or doubt on Bank's part as to the vardity. extent. modification, revocation or exercise of any of the authoribes herein contained Bank may but need not recognize nor give any effect to any notice from any Officer, or from any other person. purporting to cancel, restrict or change any of tald authorities. or the exercise thereof, unless Bank is required to do co by the judgment, decree or order Of a court having jurisdiction of the subject matter and of the parties to such conflicting claims or disputes. irmeant Wes PAW> is • Dame, of Cisulank Pit,* At Nt41522104:0444 CONFIDENTIAL SDNY_GM_000134 14 CONFIDENTIAL FirstBankPR000577 EFTA_00124057 EFTA01269261 9. Corporation agreesito be bound by the Terms and Conditions for Rosiness Accounts and Salvias, as well as any signature card. deposit ticket, checkbook. passbook, statement of account. receipt Instrument. document or other egrearnonle, such es. but not tinted to. funds (wafer agreements. dethiered or made available to Corporation from Bank and. Cy all !togas Noted •al the ofece.of Bank at *Mob the account of Corporation Is maintained, in each case with the ;erre rata se If each end every term thereof were set-forth In rue heroin end made .a pad hereof: 10. The Officers of Corporation or any one or More of them are hereby Meherited to act for COrpeatton In al otherreatters and transactions relating to any of Its business with Bank Including, but nal Ignited to, the easeution and delivery Warty egreernente or contracts necessary to effect the foregoing Reasfutions. 11. Bank Is hereby raessed horn any Habirity and snail be indermlfialegainst any loss, liatiety or ewense arising from henonfl any of Vase Resolutions. 12. Sublet, to paragraph $eeeve.ectee of the foregoing ResoknOns and the authority thereby conferred shell remain in full force tend affect until written notlereof revocation or modification by proomlitIon of new Corporate ReSoluarant sad. signature cards Mat be received by Bank: provided that such notice shall not be stfective with. rapid to any exercise of said auerentrearuntli Bank shell have had a ra enad. opperturety to act thereon and In no event prior to the recetpl thereof nee will respect to any checks or other instruments.for the Pelmet of money or the withdrawal of funds dared on or prior to the dale of such nolo., but presented to Bank alter the receipt of such nate. The Seaatary or any Assistant Secretary or any other Officer of Corporation is hereby auhorbert and directed ID comfy, under the seal of Corporation or not, but Wkh Ike effect In the letter case, to Bank the foregoing Resolutions. the names of he Officers se Other representative. of Corporation and any changes from Cine to lime in the said Oflicers end represematIves and specimens of their aver:thee signatures. Bank may COnolusialy assume that persons et any time codified to It to to Officers or other representatives of Corporation continue as each sere receipt by Bank of mitten notice to the contrary. 1 FURTHER CERTIFY that the potions rarest designated as Officers of Corporation have been duly elected to and row hold the offices In Corporation set opposite User resPedive names and that the following are the authentic, offiCal signatures of the said respective Off 'of tho named signatories who are pot Corporate Officers. to Wit Nanarrittepatriplecil —0_10Y.BPatokt Erika HailerrA is Osman Inthrke President Vice President Secrolay Treasurer 11 day of iN WITNESS Vta-IERECF, I have hereunto sel my hand eeSectelary andeked the seal of the said Corporation this febroaa , 2016 . SK4ttiel AFFIX (C./RPM/1M ff..:At,/ HERE • Note: In case the Secretary it authorised to sign by the above Resolution, tna cenikate shoo4 be atrested by a second OTcer of Corporation. , . • - • . • • • , • • . CONFIDENTIAL SDNY_GM_00013415 CONFIDENTIAL FirstBankPR000578 EFTA_00124058 EFTA01269262 THE UNITED STATES VLROTI TSLANOT OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 KonGons Gado I la; King Skeet Charkflle Amalie Vi In Islands 0D802 Chrittbnsted, Vt.& Islands 00820 Rhona PhOne Rix • Fax-_ February 23, 2015 CERTIFICATION OF GOOD STANDING This is to certify that the nonprofit corporation known as GRATITUDE AMERICA, LTD. filed Articles of Incorporation in the Office of the Lieutenant Governor on APRIL 25, 2012 that a Certificate of Incorporation was issued by the Lieutenant Governor on MAY 1, 2012 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considepd e in good standing. alas t3enise Jo ' nnes Director, Division of Corporation and Trademarks CONFIDENTIAL- S0NYGM_00013416 CONFIDENTIAL FirstBankPR000579 EFTA_00 124059 EFTA01269263 INTERNAL REVENUE, SERVICE' P.P.o BOX 2508 • CINCINNATI-OH- 45201 DEPARTMENT OF THE TREASURY E pml er.Identification Number, Date, S E P 2 7:2012 DLN: 17053235311022 GRATITUDE AMERICA LTD Contact Pereen: 9100 ii,AvalOIGHT PORT. OF SALE STE 15 SHERRI Q WAN ST THOMAS, VI 1)002 Contact Telephone Number: Accounting,Period Ending: December 31 .Effective.Date of Exemption: April -25, -2012 Addeedurl! Applieel No Dear Applicant: IDif 31052 . . He Are pleased to inform you that upon review of your.. application for tax exempt status we have-determined that you are exempt iron Federal income tax Under..section,501.(c)(3) of the Taternal:-Revenue Code. Contributions to you are :deductible under section 170 of the c'ode, You are alep qualified to Xeceive- tax deductible bequests, devices, transfers, or. gifts under (section 2055, 2106 or-2522 o£.the Code. .because tide letter could help resolve any questiens regarding-your.--exeMpt status, you should keep it in your permanent records. Organizations exempt Under section 501(c) (3) of the Code are further. classified, aseither public charities or Private foundations. 'We determinedthat you. are a private foundation within the meaning of section. 509(a) of the tede. You are required to file Form 990-PP annually. 'Please see enclpsed-PUblication a221-PF,. COMP1iauce0Uide for 501(0(3) Private. Foundations, for. some helptul information about your responsibilities as an .exempt organization. Enclosure: Publication4221-PFH spc" .. y( 3 I) Holly 0. Paz Director, Exempt Organizations Rulings and Agreements Letter 1076 (DO/CG) CONFIDENTIAL SDNY_GM_00013417 CONFIDENTIAL FirstBankPR000580 EFTA_00 I 24060 EFTA01269264 ARTICLES OF INCORPORATION OF GRATITUDE AMERICA, LTD. We, the undersigned, do hereby incorporate ourselves under Chapter 3, Tide 13, of the Virgin Islands Code, relating to non-profit corporations, and hereby adopt the following Articles of Incorporation. ARTICLE I NAME The name of said corporation shall be Gratitude America, Ltd., hereinafter called the Corporation. ARTICLE II PRINCIPAL OFFICE A l) N gEsipEtv-r AGENT The principal place of business of the Corporation shall be: Physical Address: 9100 Havensight, Port of Sale, Suite 15-16, Sr. Thomas, U.S. Virgin Islands 00802. Mailing Address: 9100 Havensight. Port of Sale, Suite 15-16, St. Thomas, U.SeVireiti Islands co 00802. a r c: The resident agent shall be Business Basics VI, LIE, whose mailing a4xesesis Sraf0E Havensight, Port of Salt, Suite 15-16, St Thomas, L`.S. Virgin Islands 00801 ant wS5*i' physical address is 9100 Havensight, Port of Sal; Suite 15-16, St. none, VS, VIVgii Islands 00802. b.., =:r a-4 CZt ITO --1 tV ARTICLE III PSOCT. Pi IRPORS AND PQWEPS Section 1: The Corporation is organized and operated exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as applicable to the U.S. Virgin Islands (the "Code') including, but not limited to the following: A. To support the expression of gratitude for the idtds of America. B. To carry out any other activities in the U.S. Virgin Islands that may lawfully be carded out by a L'S. Virgin Islands non-profit corporation incorporated uncles Chapter 3, Title 13 of the Virgin Islands Code. Section 2: The Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal taxation under Section 501(c)(3) of the Code. CONFIDENTIAL SDNY_GM_00013418 CONFIDENTIAL FirstBankPR000581 Eirn_oo124061 EFTA01269265 Section 3: No pad of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directots or trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation. No substantial pan of the activities of the corporation shall be the carrying on of propaganda, ox otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office, Notwithstanding any other provision of the these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation, contribution which are deductible under section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code.) Section 4: In accordance with Section 508(e) of the Internal Revenue Code, it is the intention that the Cotporation should be exempt from taxation under section 501(a). In furtherance of such intent, the Corporation shall be required to distribute all income for each taxable yen to be distributed in such a manner as to not subject the Corporation to tax under the provisions of Section 4942 of the Internal Revenue Code. In addition, the Corporation is prohibited from engaging in any act of self-dealing (as defined in Section 4941 (d) of the Internal Revenue Code), from retaining any excess bushiest holdings (as defined in Section 4943 (c) of the Internal Revenue Code), from making any investments in such manna as to subject the foundation to tax under Section 4944 of the internal Revenue Code, and from making any taxable expenditures (as defined in section 4945 (d) of the Internal Revenue Code). c; Section 5: Upon the dissolution of the Corporation, its assets re?tnuvuR air2, payment, or provision for payment of all debts and liabilities of the C,orporitibn, all lips r distributed for one or more exempt purposes within the meaning of Section tin 5Offp)( f tfA CI Code (or corresponding section of any future Federal tax code) or shall be distrit&ne to ifs :::: • j trig m federal government, or to a state or local government, for a public puw ei,osel.":, to distribution shall be made in accordance with all applicable provisions of the LiwYjbf t n U.Z Virgin Islands. co c tin .-I Section 6: However, if the named recipient is not then in existence or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the assets of this corporation shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code, (or corresponding section of any future Federal tax code.) ARTICLE IV pl.!RATJQrs The Corporation shall commence upon hluig of these Articles. The duration of the Corporation shall be perpetual ARTICLE V CONFIDENTIAL SDNY_GM00013419 CONFIDENTIAL FirstBankPR000582 ETTA_00124062 EFTA01269266 Pstec9-gr-ORATQg S. The names and addresses of the persons forming the Corporation are as follows: Brett Geary Greg Ferguson Nicole Miller 2-11B St. Joseph & Rosendahl, St-Thomas, USVI 31-B Estate Peterborg, St. Thomas, USVI OFF Estate Hull, St. Thomas USVI ARTICLE VI MANAELMEat The management of the Corporation shall be vested in a Board of Directors and its officers The membership of the Board of Directors shall be as established by the By-Laws, but shall not be fewer than three (3) directors. The Incorporators shall appoint the first members of the Board of Directors, who are as follows: President Jeffrey E Epstein Treasurer Dames Inclykc Secretary Erika A. Kellerbals r—' co 0 t—A 0 9 - -P Byes stall 4, The first Board of Directors shall serve for terms of one (1) year. The Bylaws slallatoark c./ 1--..s ac r the terms of and requirements fox Directors thereafter. %) tit *0 2 ...4 -- -n ctl t:j3 Officers shall serve for terms of one (I) year. The following officers sliall9ic clit....sinitsLal officers of the Corporation: President Jeffrey E. Epstein; Treasurer Darren Inablicli, SagasuSII Enka A. Kelleshals. IPA ca., .-s ra ARTICLE VII MEMBERS The membership of the Corporation shall consist of persons who indicate an interest in the object and purposes of the Corporation. The Board of Directors will set requirements for membership in the Bylaws, including any dues. ARTICLE VIII BY LAWS Before transacting any business or acquiting by unanimous consent of the Board of Directors altered or amended at any annual meeting or at provided the notice of the meeting shall set forth to the By-Laws. any property, By-Laws shall be adopted of the Corporation. The By-Laws may be any duly called meeting for that purpose, the purpose and the proposal amendment ARTICLE IX ACEETiriGS_LND OI-TICERS Section 1: The President. who shall also serve as Chairman of the Directors, shall administer the day-to-day affairs of the Corporation. CONFIDENTIAL Board of 3 SDNY_GM_00013420 CONFIDENTIAL FirstBankPR000583 EFTA 00121063 EFTA01269267 Section 2: Following the annual General Meeting of the Board of Directors, the Chairman may appoint temporary Committees a may be required properly to conduct the business of the Corporation. ARTICLE X AMENDMENT OF ARTICLES These Articles may be amended by a two-thirds vote of the members comprising the membership. ARTICLE XI FIRST ANNUAL MEESINg The first annual meeting of the membership of the Corporation shall take place at such other time and place, as the Chairman shall determine. The Chairman shall notify all members of the time, date and place of this meeting. ARTICLE XII INDEIITtLD_Nig$ The Corporation may borrow money and apply for and accept credit to accomplish the objects and purposes of the Corporation. Subject to resolution or wrinat instrument of consent of the Corporation's Directors, the highest amount of indebtedness to which the Corporation shall be at any time subjected shall be Two Hundred and Fifty Thousand Dollars ($250,000.00). ARTICLE XIII c=. 0 r4; Any person made a party to any action, suit, or proceeding, by reason of g facpha ' 7 he or she is or was an officer, director, or employee of the Corporation, shall be AlernpSiaC by the Corporation against the reasonable expenses, including attorneys' fees, aaalerlind:c m necessarily incurred by him in connection with the defense of such aetiorq suirn proceedings, or in connection with any appeal thaein, except in relation to matfers Zs) to :2 rj which it shall be adjudged in such action, suit, or proceeding, or in coartec-tionciassidelny C,s's appeal therein that such officer, director, or employee is liable for willful inisconctsp itshe performance of his duties. The foregoing right of indemnification shall not be cleated exclusive of any other rights to which any officer, director, or employee may be entitled apart from the provisions of this Article. CONFIDENTIAL 4 SDNY_GM_00013421 CONFIDENTIAL FirstBankPR000584 En_ool 24064 EFTA01269268 SAC": t •,:; :.•• CONFIDENTIAL IN WONESS WHEREOF, we have affixed our aamea this lst day of April, 2012 as the Incorporators. Nicok Killer, Inoorporator o 0 TERRITORY OF THE U.S. VIRGIN ISLANDS 0 .:X1 o c DISTRICT OF ST. THOMAS/ST. JOHN t -w —t 131- o to '"Ils I On this the day of Apt11, 2012, before me personally came and appeared Brer„Goty. n Greg Ferguson, and Nicole Miller, to me koown and known to me to be the inalvidlts m named in and who executed the foregoing Articles of Incesporation and wf& digs acknowledged tome that they maned the same fix the purposes therein contained, -4 ra IN WITNESS WHEREOF, I have Itereuoto set my hand and official seal Notary PuFlic My Commission CONFIDENTIAL SDNY_GM_00013422 FirstBankPR000585 EFTA_00 I 24065 EFTA01269269 Corp No. 582530 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES — 0 -- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 Z11 to 3:Mom 'It belt fireriente febail Come: ) I, the undersigned, LIEUTENANT GOVERNOR, DO hcrchv certifies that GRATITUDE AMERICA, LTD. Non-Profit Corporation of the virgin Islands filed in my office on April 25, 2012 as provided for by law, Articles of Indorporation, duty acknowledged. WBEN.EEORE,thesersonsnamed in said Articles, and who ha‘c signed the same, and their successors, arc hereby declared to be from the late aforesaid, a Non-Profit Corporation by the name and for the purposes set forth in said Articles, with the right of succession as therein stated, A 1! . .p. Witness my :hand .and:the seal of the Government of the Virgin Islands of the United•States, at Charlotte Amalie, St. Thomas,.this 1st day of May, 2012. RV R. FRANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL SONY_GM_00013423 CONFIDENTIAL FirstBankPR000586 EF1A_00124066 EFTA01269270 OMMEFtCIAL9CKING ACCT SIg _ :i 1 l Dale: 02r28/2015 100 HAVENGGHT PORT OF SALE STE 15 16 T THOMAS. VI 00802-0000 CTRY- VI HOME: WORK: ame: GRATITUDE AMERICA. LTD SSN ID Type: No. 5S14: ID Type: No. SSN: ID Type: No. 0: SSN: ID Type: No. NA here acknowledge having weaved by Deposit Amsed Agreement. the First rØ Irdormatbn Sharing end Privacy .W. del lee evact 91.14 " lc! kg". - MMERCIAL CHECKING ACCT Prepared by: EUDEAN VIDAL AuModded by: .44/1 Sign. Req. 1 COM Dele: 0212612016 1C0 HAVENSIGHT PORT OF SALE T THOMAS, VI 008024000 CTRY- VI STE 15 16 HOME: WORK: Me: GRATITUDE AMERICA, LTD SSN: D Type: No. mo: SSN: ID Type: No. me: SSN: ID Type: No. SSN: ID Type: No. Istabyadtrowledge hadng rateNad Depute Acorns* Agreement, the Flr Informaeon Sharing and Privacy and be product rates ate lees. OMMERCIAL CHECKING ACCT Prepared by: EUDEAN . ,, __, , ,. nImanzau 1,Y: VIDAL Sign. Req. 1 COM Date: 02/211/2015 100 HAVENSIGHT PORT OF SALE STE 15 16 HOME: THOMAS, VI 00802-0000 CTRY- VI WORK: me: GRATITUDE AMERICA. LTD SSN: 10 Type: No. me: SSN: ID Type: No. SW ID Type: No. 'FA • Al SSN: ID Type: No. Me hereby acknowledge lwring waived the Uepodt Account AgNeftlent Ihe nnt GenCorp Inlorrnagen Sharing and Privacy Poesy, ate and the product rates ard lees. Prepared by. EUDEAN VIDAL Authorized by: Imamnos stem SDNY_GM_00013424 CONFIDENTIAL FirstBankPR000587 EFTA_00124067 EFTA01269271 Account ` , ): Commercial Checking Account Account Number: Sig .at. I COM Date: 2/As fi;r• Addrns: 9100 Havering), t Port of S . St. Thomas, VI 00802 Nemo; Gratitude America, LTD EIN: Nam Darrell K IrldY ke SSN: ....___ 1 / i ---‘)h•A c ID Type: PP No Name: SSN: .03 Type: NO, . Nemec 9SN: 11)I)Te . IrtVe hretty acknowledo having. received the Deposit Account prepared by; 0 O1' Agrecrniat, Fn Bancorp Authorized by Se Infornierion Sherwood Privacy policy, and the predhotrates and feet Accotun Type: Account Number: Conunercial Checking Account 'Sign. Req. I COM. Date: sA fe• Andress: 9I 00 fleverslight Port of S Ste 1546 Tell St. Thomas; VI 00802 NamM Gratitude America,LTD' WIN:. SSW: wino Ti si S ir far SSN: .N3Type: No: :Name CIA° : Darren K Indyke . k)_.e..‘_VLSk. N • Name: SIN: ID Type: No: , tAve hereby sctflovoutsceseles peeked the Deposit Abooent Aiteinellc the Pint Bancorp Inibrtneriori Merin Red PposcYPohey, sod the prodoet nits end fees. ge're gt, Prepared hy:.„e r eettio0 _ e Authorized br Account Type: ConmtercIal Chocking Account Account Number Sign. Req. I COM Date: Addrees: 9100 Hamm:Mt Port ofSale Ste 15.16 Tel: St Thomas, VI 00802 , Name: {iratitude America, LTD EIN: ame: Darren K IttilypN 1•7 . 1 SSN: n) Type' No• PP Name: 11 SSN: ID Type: No. Neale: SSN: ID Type( No 4P- I/We hereby ac/cnowledge having received the Deposit Accoteu Atoms* the Frai noncom adoentooe saunas and Privity Policy, sod ihe prodder neer and fees Prepared by: et AlltheriZed by: 194/* 4 CONFIDENTIAL SDNY_GM_00013425 FirstBankPR000588 CONFIDENTIAL EFTA_00 I 24068 EFTA01269272 CONFIDENTIAL Account 7„ , ...: Commercial Checking Account , Account NuMber: Sign Al. I COM Date: id iff Address: 9100 Haversight Pon el b St Thomas, VI 00802 N t Gratitude America, LTD. Name: y Bps SSN: ID : PP No: .SSN: ID TYPe: No: Name: Name: SSN: ID TYPe: No ' ewe herebY athaneledie having mem-it um Deposit Actami •Ageeement, the Putt bump latonnailon Sawing and Privacy Policy. and the Nadia IOU and kit. . prepared by: 904 Authorized by:, .. ( -17.-;/ . O-// _ e - Account Type: Commercial Checking Account Account Number: c. c • c: Sign: Req. I COM Date: rza, Address: 9100Navcasight Penni8 St. Thomas, VI 00802 Name: Gratitude America, LTD __ EIN: ___---- Name: Eps SSN: ID No: T PP _ Name' , • SSN: U) .1\ipci No: Name: SSN: ID Type: NO 4 ,4 7 3.(ea nde tansy acknowledge healed Peceivol AO Deposit Account AgmameM, the Vint &mow Mfocaunicai Shad% and Privacy Polley, and die prodatt rases and fees Prepared by: AlllhOliZed bY'• Account Type: Account Number: Commercial Checking Account Sign Rol. I C0M Date: e'r Address: 9100 klavensigbrPon of S c : St. Thomas, VI 00802 Name: Gratitude America, LTD MN: Name: E SSN: ID -type: PP No: SSN: ID Type: No: : Name: SSN: ID Pipe: Not it 49" ;<-tek-C).#7 M iteelved Ude e hereby ataaovAcdge blivute bepusit Account Agreeramt. the Post &mow Inforpietion Shadagiusd Panay Pohcy, and ttie product monad teat PrePa/Cd bY:,t . Authorized by CONFIDENTIAL SDNY_GM_00013426 FirstBankPR000589 EFTA_00 I 24069 EFTA01269273 CERTIFICATION OF BENEFICIAL OWNER(S) The information contained in this Certification is sought pursuant to Section 1020.230 of Title 3/ of the United States Code of Federal Regulations (31 CFR 1020.230). cc nt Person opening an account on behalf of a legal entity must provide the following Information: 1. First Name and titie of Natural Person Opening Account 2. Last Name 3. Middle Initial JEFFREY EPSTEIN E 4. Name andlype of Legal Entity for Which the Account is Being Opened GRATITUDE AMERICA, LTD. 4a.• Legal:Entity Address 6100 Red Hook Quarter 83 4b. City St. Thomas 4c. State USVI 4d. ZIP/Postal Code 00802 SECTION I (Toaddadaion011ndividuoiS. seepage 3) Please provide the following information for an individuaks), if any, who, directly or indirectly, through any contract arrangement, understanding, relationship, or othenvise owns 20% or more of the equity interests of the legal entity listed abave. Check here 0 if no individual meets this definition and complete Section II. 5. First Name II. Last Name 7. M.I. IL Oats of Birth 9. Address 10. City 11. State 12. ZIP/Postai Code 13. Country 14. 88N (U.S. Parsons/No(14AS. Perms) 15. Ide k ntification Nu unber mber ffiSiv, Passport Number o r other similar lentificationn ) 15a. State of Issuance: 15b. Country of issuance: 16. Ownership % Wig: In Pa of a passport numbs.; Non-U.S. Persons may also provide a Social Secuttiy Number, an alien identification card number. or number and country of tfauance of any other govemment-issued docwnent evidencing nalkinetily or residence and bearing a photograph or similar safeguard. SECTION II Please provide the following Information for an individual with significant reSOonsibIlitv for managing or directing the entity, including, an exocubve officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer): or Any other individual who regularly performs shier functions. 17. First Name Jeffrey la. Last Name Epstein 19. M.L E 20. Date of Birth I 01/20/1953 21. Address 6100Red Hook Quarter 83 22. City Thomas St. Thomas 23. State USVI 24. ZIP/Postal Code 00802 25. Country USA 26. SSN SSN (U.S. PensonsaVon-U.S.Persens) 27. jdonttricati on (SSN, Passport NumberorotherStmler kientecation number) 54538864 27a. State of issuance: USA .27b. Country of issuance: USA kaig: In lieu of a passport number, Non-U.S. Persons may elso provide a Social Security Number, an alien identification card number, or number and country of Issuance of any other government-issued document evidencing netionalay or residence and bearing a pliolognsph or similes safeguard. . 1, JEFFREY EIN ( ofperson unt), hereby certify, to the best of my knowledge, that the intermit° provided here 1st If any of the above mentioned information changes I agree to provide the financial stinitlen wrItte changes. MING. 16 1844 18 Da* (.9a4. j.‘ t . XV/DD/7117) CONFIDENTIAL SDN'TI C5i °013427 CONFIDENTIAL FirstBankPR000590 EFTA_00124070 EFTA01269274 Business Entity No. 582530 Government of The United States Virgin Islands -O- Office of the Lieutenant Governor Division of Corporations & Thdemarks CERTIFICATE OF GOOD STANDING To Whom These Presents Shall Come: I, the undersigned Lieutenant Governor the United States Virgin Islands, do hereby certify that GRATITUDE AMERICA, LTD. has filed in the Office of the Lieutenant Governor the requisite annual reports and statements as required by the Virgin Islands Code, and the Rules and Regulations of this Office. In addition, the aforementioned entity has paid all applicable taxes and fees to date, and has a legal existence not having been cancelled or dissolved as far as the records of my office show. Wherefore, the aforementioned entity is duly formed under the laws of the Virgin Islands of the United States, is duly authorized to transact business, and, is hereby declared to be In good standing as witnessed by my seal below. Entity Type: Domestic Nonprofit Corporation Entity Status: Active/In Good Standing Registration Date: 04/25/2012 Jurisdiction: United States Virgin Islands, United States Witness my hand and the seal of the Government of the United States Virgin Islands, on this 18th day of October, 2019. y Ari--4- 1(.7- lregenza A. Roach Lieutenant Governor United States Virgin Islands CONFIDENTIAL SIDNY_GM_00013428 CONFIDENTIAL FirstBankPR000591 EFTA_00124071 EFTA01269275 J. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC. D/13/A ENA$NCED EDUCATION (a U.S. Virgin Islands Corporation) UNANIMOUS WRITTEN CONSENT OFTHE BOARD OF TRUSTEES (in lieu of meeting) October 21, 2019 Pursuant to Section 47b of Tide 13 of the Virgin Islands Code, the undersigned, being all of the members of the Board of Trustees (the "Board") of). Epstein Virgin Islands Foundation, Inc., a Virgin Islands non-profit corporation d/b/ir Enhanced Education (the "Cotorstima"),do hereby consent and agree to the authorization and adoption of dm following resolutions in lieu of a Board meeting: WHEREAS, prior to his death on August 10, 2019, Jeffrey E. Epstein was a Trustee of the Corporation; WHEREAS, Mr. Epstein's death has created a vacancy on the Board of Trustees: WHEREAS, Article V of the Articles of Incorporation of the Corporation, provides that "The number of Trustees constituting the Board of Trustees is three (3). WHEREAS, Article V, section C provides that "Any vacancy occurring in the Board of Trustees upon the death, resignation, expiration of term of office, or removal of any Tntstec...shall he filled by a majority vote of die remaining members of the Board of Trustees then in office under procedures specified in the By-Lows.' WHEREAS, Article III, Section I of tine Bylaws of the Corporation provides that "Any vacancy occurring in the Board of Trustees upon the dadh, resignation, expiration of term of office or removal of any Trustee ... shall be filled . .. by a majority vote of the remaining members of the Board of Trustees then in office." WHEREAS, the Board has determined that the matters and actions described and provided for herein arc desirable for and in the best interest of the Corporation. NOW, THEREFORE, BE IT: RESOLVED, that pursuant to Article Et Section 1 of the Bylaws of the Corporation, the Board of Trustees has determined that Richard Kahn shall fill the position on the Board of Trustees made vacant by the death of Jeffrey E. Epstein. RESOLVED, that pursuant to Artick V, Section E of the Bylaws of the Corporation, the following individuals ate appointed to the offices set forth adjacent to his or her name, to hold such office until a successor is duly elected and qualified or until his or her earlier death, resignation. or removal as provided in the Bylaws of the Corporation: President — Darren IC. Indyke Vice-President/Treasurer — Richard Kahn Secretary— Erika ICellerhals CONFIDENTIAL SONY_GM_000 13429 CONFIDENTIAL FirstBankPR000592 EFTA_00124072 EFTA01269276 J. Epstein Virgin Islands Foundation, Inc. d/b/a Enhanced Eduradon Unanimous Written Consent of the Board ofTrustees Page 2 AUTIC.ONDUCT BUSINESS. MAINTAIN RECORDS, ETC RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, to make, execute and file any application as may be osquited by the laws of any Territory, State or Country in which authority to transact business is sought, setting forth, among other things, the business that the Corporation proposes to do in any of such jurisdictions and designating an agent of the Corporation that may be saved with process therein, as may be required by die laws of any of such jurisdictions, with such changes therein as the officer executing the same shall in such officer's absolute and sole discretion approve, the execution thereof by said officer to be conclusive evidence of such approval; and be it further RESOLVED, that the officers of the Commotion be, and they hereby are, authorized and directed to procure all books of account and other materials and supplies necessary or appropriate in connection with maintaining the records and conducting the business of the Corponnion, and to pay all expenses and to make full reimbursements for all expenditures made in connection with the organization of the Corporation; and be it further AUTHORIZATION OF BANK ACCOUNT(S) RESOLVED, that the officers of the Corporation he, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to make, execute, and file any paperwork as may be required by any banking institution with which the Corporation currently does business or maintains accounts in order to ensure that accounts are not restricted in any way, and may open any such additional accounts as the officers deem necessary. AU drafts, checks, and notes of the Corporation payable on said accounts shall be made in the name of die Corporation, and signed by any one or more of the officers of the Corporation. Any form of resolution requited by any bank or financial institution with which the Cotporation does business in accordance with this Resolution and which is within the scope of the matters addressed or authority granted in this Resolution shall be deemed to have been approved by the Board of Trustees of the Corporation as if set forth in full herein. The Secretary of the Corporation shall attach a copy of any such bank resolution to this Consent; and be it further GENERAL RATIFICATION AND AUTHORIZATION RESOLVED, that in addition to and without limiting die foregoing, the proper officers of dre Corporation be, and each of them hereby is, in the name and on behalf of the Corporation, authorized to take, or cause to be taken, such further action, to pay such fees and expenses, to make such filings or certifications, and to execute and deliver, or cause to be delivered, all such agreements, instruments and documents, in each case, as such officer may deem necessary or appropriate in order to effect the purpose and to carry out the intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as die case may be), and any and all actions heretofore taken by the Board of Trustees, the officers, the employees, the arts, or the sole shareholder of the Corporation in connection with the subject of the foregoing recitals and resolutions be, and each of them hereby is, ratified, confirmed and approved in all respects as the act and decd of the Corporation. The actions taken by this Consent shall have the same force and effect as if taken at a meeting of the Board of Tmstees of the Corporation duly called and constituted pursuant to the Bylaws of the Corporation and the laws of the Territory of the U.S. Virgin Islands, and the Secretary of the Corporation shall cause this consent to be filed with the minutes of the meetings of the Board. CONFIDENTIAL SONY_GM_000 13430 CONFIDENTIAL FirstBankPR000593 EFTA_00124073 EFTA01269277 J. Efain Virgin Islands Foundation, Me. d/b/a Enhanced Education Unanimous Wtitten Consent of the Baird ofTnistees Page 3 IN WITNESS WI-IEREOF. each of the undersigned has executed this Consent for the purpose of giving his consent thereto and approval thereof in accordance with die laws of the Territory of the U.S. Virgin Islands and in respect of the Cotporation as of the date first see forth above. TRUSTEES: Richard D. Kahn Erika Kellerhals CONFIDENTIAL SDNY_GM_00013431 CONFIDENTIAL FirstBankPR000594 EFTA_00 I 24074 EFTA01269278 GRATITUDE .A.MERICA, LTD. (a U.S. Virgin Islands Corporation) UNANIMOUS WRITTEN CONSENT OP THE BOARD OP DIRECTORS (in lieu of meeting) October 21, 2019 Pursuant to Section 67b of Ilde 13 of the Virgin Islands Code, the undersigned, being all of the members of the Board of Directors (the "Brian) of Gratitude America, Ltd., a Virgin Islands non-profit corporation (the "Corporation"), do hereby consent and agree to the authorization and adoption of the following resolutions in lieu of a Board meeting: WHEREAS, prior to his death on August 10, 2019, Jeffrey E. Epstein was a Director of the Corporation; WHEREAS, Mr. Epstein's death has created a vacancy on the Board of Directors; WHEREAS, Article VI of the Articles of Incorporation of die Corporation, provides that "Whit membership of the Board shall be as established by the By-Laws but shall not be fewer than three (3) Ditectors." WHEREAS, Article V of the By-Laws, section 7 provides that any vacancy on the Board maybe filled by the affirmative vote of a rnajotity of the remaining Director, even if less than a quorum of the Board. WHEREAS, the Board has determined that the matters and actions described and provided for herein are desirable for and in the best interest of the Corporation. NOW, THEREFORE, BE IT: RESOLVED, that pursuant to Article V, Section 7 of the By-La the Board of Directors has determined that Richatd Kahn shall fill the position on tit c vacant by the death of Jeffrey E. Epstein. RESOLVED, that pursuant to Article VI, Section 1 of the By-Laws of the Corporation, the following individuals are appointed to the offices set forth adjacent to his other name, to hold such office until a successor is duly elected and qualified or until his or her earlier death, resignation, or removal as provided in the Bylaws of the Corporation: President— Richard Kahn Treasurer — Darren K Indyke Secretary— Erika Kellethals AUTHORITY...TO CONDUCT B1iSINESS. MAINTAIN RECORDS, ETC, RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation, to make, execute and file any application as may be requited by the laws of any Territory, State or Country in whiCh authority to transact business is sought, setting forth, among other things, the business that the Corporation proposes to do in any of such jurisdictions and designating an agent of the Corporation that may be served with process therein, as may be required by the. CONFIDENTIAL SDNY_GM_00013432 CONFIDENTIAL FirstBankPR000595 EFTA _00124075 EFTA01269279 Gratitude America, Ltd. Unanimous Written Consent oldie Board of Directors Page 2 laws of any of such jurisdictions, with such changes therein as the officer executing the same shall in such officer's absolute and sole discretion approve, the execution thereof by said officer to be conclusive evidence of such approval; and be it further RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to procure all books of account and other materials and supplies necessary or appropriate in connection with maintaining the records and conducting the business of the Corporation, and to pay all expenses and to make full reimbursements for all expenditures made in connection with the organization of the Corporation; and be it further AUTHORIZATION ACCOUNT(S) RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to make, execute, and file any paperwork as may be required by any banking institution with which the Corporation currently dots business or maintains accounts in order to ensure that accounts arc not restricted in any way, and may open any such additional accounts as the officers deem necessary. All drafts, checks, and notes of the Corporation payable on said accounts shall be made in the name of the Corporation, and signed by any one or mote of the officers of the Corporation. Any form of resolution required by any bank or financial institution with which thc Corporation does business in accordance with this Resolution and which is within the scope of the matters addressed or authoritygranted in this Resolution shall be deemed to have been approved by the Board of Trustees of the Corporation as if set forth in full herein. The Secretary of the Corporation shall attach a copy of any such bank resolution to this Consent; and be it further e l i t 4ISLALBATIEICalfleLINDAILELEM2STIQN RESOLVED, that in addition to and without limiting the (outgoing, the proper officers of the Corporation be, and each of them hereby is, in the name and on behalf of the Corporation, authorized to take, or cause to be taken, such further action, to pay such fees and expenses, to make such filings or certifications, and to execute and deliver, or cause to be delivered, all such agreements, instruments and documents, in each case, as such officer may deem necessary or appropriate in order to effect the purpose and to catty our the intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be), and any and all actions heretofore taken by the Board of Trustees, the officers, the employees, the agents, or the sole shareholder of the Corporation in connection with the subject of the foregoing recitals and resolutions be, and each of them hereby is, ratified, confirmed and approved in all respects as the act and deed of the Corporation. The actions taken by this Consent shall have the same force and effect as if taken at a meeting of the Board of Trustees of the Corporation duly called and constituted pursuant to the Bylaws of the Corporation and the laws of the Territory of the U.S. Virgin Islands, and the Secretary of the Corporation shall cause this consent to be filed with the minutes of the meetings of the Board. CONFIDENTIAL SONYGM_00013433 CONFIDENTIAL FirstBankPR000596 EFTA_00124076 EFTA01269280 Gratitude America, Ltd. Unanimous Written Consent of the Board of Directors Page 3 IN WITNESS WHEREOF, etch of the undersigned has executed this Consent for the purpose of giving his consent thereto and approval thereof in accordance with the laws of tile Territory of the US. Virgin Islands and in respect of the Corporation as of the date first set forth above. DIRECTORS: LOwaa tcL 1K. In Richard D. Knim Erika kellethals CONFIDENTIAL SDNY_GM_000 13434 CONFIDENTIAL FirstBankPR000597 EFTA_G0I N077 EFTA01269281 n BY-LAWS OF GRATITUDE AMERICA, LTD. ARTICLE 1 PURPOSE The Corporation is organized and operated exclusively for one or more of the purposes specified in 5501 (c)(3) of the Internal Revenue Code of 1986 as amended, as applicable to the U.S. Virgin Islands (the 'Code") including, but not limited to raising funds for charitable organizations in the U.S. Virgin Islands and to carry out any other activities in the U.S. Virgin Islands that may lawfully be carried out by a U.S. Virgin Islands non-profit corporation incorporated under Chapter 3, Title 13 of the Virgin Islands Code. The Corporation shall not catty on any activities not permitted to be carried on by a corporation exempt front federal taxation under §501 (c)(3) of the Internal Revenue Code. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable tac it mrnabers, directors or trustees, officers or other private persons, except that the Corporation shall:be maim:ix@ id rn empowered to pay reasonable compensation for services rendered and to make payments aldisetfibu ; Ut8 zils.; furtherance of the purposes of the Coqsurntion. rn Ur U The Corporation shall have all powers incident or necessary to catty into effect the objectives At fiada above and generally to perform all acts deemed necessary to achieve those objectives and to exercise all powers permitted to corporations organized under the laws of the United States Virgin Islands. ARTICLE II OFPICES The Corporation may have such offices as the Board of Directors may require. The initial principal office shall be located at 9100 Havensight, Port of Sale, Suite 15-16, St Thomas, U.S. Virgin Islands 00802. ARTICLE III MEMBERS 1. The first members of the corporation shall consist of the members of the odginal Board of Directors of the Corporation, unless they have resigned or their membership is otherwise terminated. CONFIDENTIAL SONY_GM_000 13435 CONFIDENTIAL FirstBankPR000598 EFTA_00124078 EFTA01269282 2. New members may be admitted with the approval of a majority of the then existing membership. All resolutions relating to the admission of new members adopted by die. members of the Corporation shaft be affixed to the By-Laws of the Corporation and shall be deemed to he a part thereof. The manbers may prescribe the amount and manner of imposing and collecting any initiation fors, dues or other Ices, assessments, fines and penalties, the manna of suspanion or 'culmination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership. 3. The Board of Directors may cause to be issued to the members, certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors and may beurthe seal of the Corporation or a facsimile thereof. O r•a _ 0 ^a t4 v•I sr, • •,3 "! oC) cs ARTICLE IV 23 r° .4. ft% 5,1` Sit • MRETR9G OF MEMBERS ...s a 2 -n fa tip to. tot ea rev 1. ANNUAL MEETING. An annual meeting of the membership shall be held on thatAlniennitsday in the month of November in each year beginning with the year 2012. The Board of direckh shall determine the time and place of the meeting and may change the date to avoid legal holidays. The meeting will be for the purpose of holding elections and for the transaction of such other business as may come before the meeting. 2. SPECIAL MEETINGS. Special Meetings of the members may be called by the Pzesident or the Board of Directors. 3. NOTICE OF MEETINGS. Written notice shall be mailed to each member, not less than 10 days nor more than 60 days before the date act for the annual meeting and not less than 10 days before the date of any spatial meeting. Such notice shall state the place, day and hour of the meeting, Notice for an Annual Meeting shell state that the meeting is being called for the holding of elections and for the transaction of such other business as may 2 CONFIDENTIAL SONY_GM_00013436 CONFIDENTIAL FirstBankPR000599 EFTA_00124079 EFTA01269283 4. SPECIAL MEETINGS. Any two Directors may call for special meetings of the Board and fa the time and place for said meetings. 5. NOTICE. Directors shall be notified of any special meeting by advance notice in writing which shall be sent by mail or personally delivered at least seven clays before the time set for the meeting. The notices may be sent to the addresses as shown on the records of the C.otporation. Lack of notice is waived by written waiver or attendance at the meeting without protest. 6. QUORUM. A majority of the Directors must be present in order to conduct business. However, a majority of those present may adjourn the meeting (corn time to time without further notice. 7. VACANCIES. Any vacancy on die Board may be filled by the affirmative vote of a majority of the remaining Directors, even if less than a quorum of the Board. A trustee so elected to fill a vacancy shall complete the unexpired term of his or her predecessor in office. If additional Directors arc to be elected to increase the size of the Board, this shall be done by Seders at the 0 rj annual meeting of the membership. o ' 7:` o •-• IN) C / COMPENSATION. The Board may provide that a salary or other tompettsatiook bequid tf se o -e trustee or other employee for his or her services. The Board may also provide by rad —lotion) tbavunnp corporate agent be indemnified for expenses and costs, including legal fees which were nceesgiutlyincuritil in c connection with any claim asserted against him or her by reason of his or her being ogiumpg ban a corporate agent. However, no indemnification shall be allowed if the trustee was guilty of misconduct regarding the matter in which indemnity is sought. 9. REMOVAL. The Board of Directors may remove any director or officer at any time if, in its judgment, the best interests of the Corporation would be saved thereby. ARTICLE VI OMICERS 1. OFFICERS. The officers of the Corporation shall be as follows: • President Jeffrey E. Epstein • Secretary Erfica A. Kellerbals 4 CONFIDENTIAL SD NY_GM_000 13437 CONFIDENTIAL FirstBankPR000600 EFTA_00124080 EFTA01269284 properly come before the meeting. Notices of Special Meetings shz11 state. the puma= or purposes for which the meeting is called. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office. Any meeting of menthe's may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned. 4. QUORUM. Two-thirds (2/3) of the membership must be present at any membership meeting before business may he conducted. However, if a quorum is not present, 'majority of the members present at die meeting may adjourn the meeting from time to time without further notice. 5. VOTING. At all meetings, except for the election of Directors, the membership will vote by a showing of hands. Written ballots will be used for all elections. Except as otherwise set forth in these By- Laws, all action requiring the vote of the members, including the election of menet ,Beard of T -4 Directors, must be approved by majority vote of the members attending a meeting atgathgba *nun is 0 c present. Any member may vote by written proxy 72e4 ((ft ti 7r, el Ili 1,) :14 C) I ta to O 1 c...5 1. GENERAL POWERS. The affas of the Corporation shall be managed by its Board of Directors. Directors do not need to be members of the Corporation or residents of the territory of incorporation. The Initial Board of Directors Shall be: President Jeffrey E. Epstein, Treasurer Darren Indyke, and Secretary Erika A. llcrhaIs. ARTICLE V BOARD OP DIRECTORS 2. BOARD MEMBERS. The number of Directors shall not be less than three. Each director shall hold office until his or her successor is *tied at the sumo( meeting of the membership, and duly qualified, subject to earlier termination by removal or resignation. The Board shall consist of all officers along with such other trustee positions as determined by the membership at their annual meeting. 3. REGULAR MEETINGS. The Board of Directors shall hold their annual meeting immediately after, and at the same place as the annual meeting of members. The Board may provide by resolution for additional rttuktr meetings to be held without notice except as provided by the resolution itself. CONFIDENTIAL 3 CONFIDENTIAL SONY_GM_00013438 FirstBankPR000601 EFTA_00124081 EFTA01269285 • Treasurer Darren indyke Any two or more offices nay be held by die same person except the offices of President and Secretary. 2. TERM. The initial officers shall be elected by the Bond of Directors at their initial organizational meeting. Thereafier, the officers shall be elected annually by the Board of Directors at their annual meeting. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall remain in of until his or her successor is elected and qualified, subject to earlier temiination by removal or resignation. 3. PRESIDENT. The President shall be the principal officer of the Corporation and shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the membership and the Bond of Directors. l-ie or she shall have all such powers as may reasonably be construed as belonging to the chief executive of a non-proGe corporation. 4. SECRETARY. The Secretary shall keep the minutes and records of the Corporation in appropriate books, see that all notices arc given in accordance with these By-Laws or as provided by law, keep the seal of the Corporation and affix nine to corporate documents, keep a list of all gernOks and their mailing addresses and, in general, perform all duties incidental to the office of Secretary aigstichINtItifuluties ti • as may be assigned by die President or the 13mnd of Directors. co r• I 9 ca Y m crl 7- In o 5. TREASUREIL The Treasurer shall have charge and custody of and be responsibii for': l) fuiirlsrgf co) ni 73 the Corporation, and, in general, perform all duties incidental to the office of Treasurer °i nth cluiais as on may be assigned by the President or the Board of Directors. -4 ARTICLE VII COMMITTEES 1. COMMII1ERS. The Board of Directors may, by resolution of a majority of the Board, establish committees of two or more Directors to conduct the management of the Corporation. Other committees shall be established consisting of members of the Corporation, but may not exercise the authority of the Board of Directors in the management of the Corporation. AU committees shall function in accordance with the mica and procedures established by the Board of Directors. c CONFIDENTIAL SONY_GM_00013439 CONFIDENTIAL FustBankPR000602 EFTA 00124082 EFTA01269286 ARTICLE IX AMENDMENTS These By-Laws may be amended or repealed by an affirmative vote of at least two-thirds (2/3) of all members. Adopted this 1° day of April, 2012 v La— A Brettdeary, Temporal./ Chairman Greg Ferguson, porary Secretary Nicole Miller, Temporary Treasurer, c RC 6 CONFIDENTIAL 6-) rNa e. ro al 7- rn "r. - • til . :r1 cn I r) N U") ri In SONY_GM_00013440 CONFIDENTIAL FirstBankPR000603 EFfA_00124083 EFTA01269287 GRATITUDE AMERICA, LTD. (a U.S. Virgin Islands Corporation) UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS (in lieu of meeting) October 21, 2019 Pursuant to Section 67b of Tide 13 of the Virgin Islands Code, the undersigned. being all of the members of the Board of Directors (the "Down of Gratitude America, Ltd. (the "(orporation"), do hereby consent and agree to the authorization and adoption of the following resolutions in lieu of a Board meeting: WHEREAS, prior to August 10, 2019, Jeffrey E. Epstein, Darren K. Indyke and Erika A. Kellerhals were the Directors of the Corporation; WHEREAS, Mr. Epstein passed away on August 10, 2019 and his death created a vacancy on the Board of Directors; WHEREAS, Article VI of the Articles of Incorporation of the Corporation, provides that Itjhe membership of the Board shall be n established by the By-laws but shall not be fewer than three (3) Directors." WHEREAS, Article V, section 7 of the By-Laws provides that "rainy vacancy on the Board may be filled by the affirmative vote of a majority vote of the remaining Directors, even if less than a quorum of the Board." NOW, THEREFORE, BE IT: RBSOLVITD, that pursuant to Article V, Section 7 of the By-Laws of the Corporation, the Board of Directors has determined that Richard D. Kahn shall fill the position on the Board of Directors made vacant by the death of Jeffrey E. Epstein. RESOLVED, that pursuant to Article VI, Section 1 of the By-Laws of the Corporation, the following individuals are appointed to the offices set forth adjacent to his or her name, to hold such office until a successor is duly elected and qualified or until his or her earlier death, resignation, or removal as provided in the Bylaws of the Corporation: President — Richard D. Kahn Vice-President/Treasurer —Darren Indyke Secretary — ram Kellerhals CONFIDENTIAL SDNY_GM_00013441 CONFIDENTIAL FirstBankPR000604 EFTA_00 124084 EFTA01269288 IN WITNESS WHEREOF, each of the undenivned his executed this Consent for tbe.putpote of giving his connate thereto and approval thereof in accordance with du: laws of the Tettimry of the U.S. Virgin Islands and in respect of die Onporarion as of the date lint ser forth above. DIRECTORS: ivk - ftbd .11 1 "" Cy tir1/4.yaL s.... Daunt K. Indyke ) F-rika Kale: CONFIDENTIAL SDNY_GM_000 13442 CONFIDENTIAL FirstBankPR000605 EFTA_00124085 EFTA01269289 GRATITUDE AMERICA, LTD. (n U.S. Virgin Islands Corporation) UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS (in lieu of meeting) October 21,2019 Pursuant to Section 67b of Tide 13 of the Virgin Islands Code, the undersigned, being all of the members of the Board of Directors (the "Board") of Gratitude America. Ltd. (the "Corponskal, do hereby consent and agree to the authorization and adoption of the following resolutions in lieu of a Board meeting. WHEREAS, prior to his death on August 10, 2019, Jeffrey E. Epstein was a Director of the Corporation; WHEREAS, Mr. Epstein's death created a vacancy on the Board of Directors which has been filled in accordance with the provisions of the Corporation's Articles of Incorporation and Bylaws by the unanimous written consent of the remaining Directors; WHEREAS, following the appointment of Richard D. Kahn as a Director of the Corporation, the Board has determined that the matters and actions described and provided for herein are desirable for and in the best interest of the Corporation. NOW, THEREFORE, BE IT: Alan OITLY TSLCOMIla BUSINMS., MAINTAIN RECORDS, MCC. RESOLVED, that the officers of the Corporation be, and they hereby arc, authorized and directed, in the name and on behalf of the Corporation, to make, execute and file any application as may be required by the lain of any Territory, State or Country in which authority to transact business is sought, setting forth, among other things, the business that the Corporation proposes to do in any of such jurisdictions and designating an agent of the Corporation that may be saved with process therein, as may be required by the laws of any of such jurisdictions, with such changes therein as the officer executing the same shall in such offices absolute and sole discretion approve, the execution thereof by said officer to be conclusive evidence of such approval; and be it further RESOLVED, that the officers of the Corporation he, and they hereby are, authorized and directed to procure all hooks of account and other materials and supplies necessary or appropriate in connection with maintaining the records and conducting the business of the Corporation, and to pay all expenses and to make full reimbursements for all expenditures made in connection with the organization of the Corporation; and be it further AUTHORIZATION OF BANK ACCOUNT(S) RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to make, execute, and file any paperwork as may be required by any banking institution with which the Corporation currently does business or maintains accounts in order to ensure that accounts are not restricted in any way, and may open any such additional accounts as the officers deem necessary. All drafts, checks, and notes of the Corporation payable on said accounts shall be made in the name of the Corporation, and signed by any one or more of the officers of the Corporation. Any form of resolution required by any bank or financial institution with which the Corporation does business in CONFIDENTIAL SONY_GM_000 13443 CONFIDENTIAL FirstBankPR000606 EFTA_00124086 EFTA01269290 Gratitude America. Ltd. Unanimous Written COILICOL of the Board of threctoo Page 2 accordance with this Resolution and which le within the so spe of the matters addressed or itudtority granted in this Resolution shall be deemed to have been approved by the hoard of Directors of the Corporation as if set forth in MI herein. The Secretary of the Corporation shall attach a copy of any such bank resolution to this Conway and Ix it further ftENEEALSATIEICATEthili.NDaSITIROILL74.TION RESOLVED, that in addition to and without die forsgoing, the proper officers of the Competition be, and each of them hereby is, in the name and on behalf of the Cueporation. authorized to rake. or cause to be taken. such further action. to pay such fees and experoes, to make such filings or anifications, and to execute alld deliver, or muse to be delivered. a11 such agreements. insimments and (locoman& in each case, as such officer may deem necessary or appmpriate in order to effect the purpose and to earn• out the intent of the foregoing resolutions (as conclusively evidenced by the inking of such action or the execution and delivery of such instrumtans, as the case may be,', and any and all actions heretofore taken by the Board of Directors, the officva. the employees. the agents. or the sole shareholder of the Corporation in connection with the sublime of the foregoing recitals and resolutions be. and each of them hereby is, ratified continued and approved in all respects as the' act and deed of the Corporation. The actions taken by this Consent shall have the same force and etlect as if taken ar a meeting of the Board of Directors of the Corporation July ailed and constituted pursuant to the Rylawe of die Corporatism anti the laws of the Territory of the 11.S. Virgin Islands. and the Secretary of the Corporation shall oust this consent to be filed with the minutes of the meetings of the Board. IN WITNESS WHEREOF, each iof the undersigned has executed this Consent for the pumas° of giving his consent thereto and approval thereof in accordance with the taws of the Territory of the US. Virgin Islands and in respect of the Corporation as of the dare first set forth above. DIRECTORS: Da K. little td.t/M n Air _ RithXrdlikalto Erika Keller 12IS CONFIDENTIAL SONY_GM_000 13444 CONFIDENTIAL ArstBankPR000607 EFTA_00124087 EFTA01269291