EFTA01269292

Commercieltheph •Sign. Re 1 COrs s. Nu 9 - er--,4 6100 Red Hook Qiieat H3 Honor — SL Thome. VI. 00202 Work: Name: Greg ST Jim LW SSN D> No: Narne: Jeffrey SSN ID tr, Neale: S . ID Type: Ne: Nano: SSN: iD Type Mx 1/We hereby ardurowledge having received the Deposit Amount Agreemad,the Fiat &neap Information Sharing and Privacy Policy, and the product rem and fees. Prepared br e ve-tote t_140--"e ore Authorized by* Sign. Raz , ICCIM . Dam Ciaimemial Checking 6100 Red Hook Quarter B3 Homo:' IR Thafilai. V2 ogsca - Work: • NIIDO: Groat ST:WI-LC .. No Name: 2Patede SS ID N • Name: — ___ SSN: ID Type: No: , .Name: SSN: ID Type: No. I/We hereby acknowledge having received Me Deposit Ac000nt Ameentear, the Piro RanCorp bliGITIIIII011 Sharing and Privacy Policy, and the product rates and fees. Prepared by: Authorized byl i , Commercial Checking 6100 Rod Hook Quarter233 Sr. Thema; VI. 00802 Name: Gael 273bn N (/We hereby aitscrerledge baying reeshiutcl the•Depoiii Account Agreetheeyhe Firit Britoil) tnfeernaliortSluring and Privacy Policy, sad the product rams end fee Sign. Req. ICAM Date: 44/02ttl^el 2, )6 Home: Week: SS 112 No: SSN ID T No: SSN ID Typo: Nof SSW: ID TYPE No: Prepared by; (.0 4,:citst )54,t4e„ e_ ., 4 Authorized by: t.! CONFIDENTIAL SO NY_GM_000 13445 CONFIDENTIAL FirstBankPR000608 EFTA_00124088 EFTA01269292 °31lignercial Chn — 1111 POO eg 9- 16 00Rid Hook Quarter ID Si Thomas, Vi 00802 1 Sign. Pr • Dan. /is Ilome! Weak:a Name: Great SI Jim I.I.0 SSPIWAS ID typo: No: Naas: Darren ladyke SS ID Typo: Passport . Naze: ID TYPE Nor: Nan SSN: ED.DIPe: No: 1/We hereby acknowkdgs having reotiVed the Deposit Actroded Agri:anent, lb° First &mem Information Sharing and Privacy Policy, and die product noes and PrsPared by S.3nr.nie Authorized by. 1C-1-ten e Cantnacial Checking Skim RS. ICOM • . g-ir-t6 6100 Red Hook Quarter B3 St mamas, VI: 00802 Wok: Nome: Chest ST Sm Lie SS, ID No: ID Mall Na Name: Darren Indylos atiNIV...q. . ....... — _ SSN: ID Type: No: Nana: Nan.: SSN: ID Typo: No: I/We hank acknowledge having . received ilia Deposit Account Amoatient, the First DanCorp Information Sharing and Privacy Policy, and the prodnot :Mors and Prepared by: vas ..-4 M. ,H4,,..,9 0,c Atillionied by: cid Sign Req. Dem: ad —4 —, b Camisole! Checking • MOM 6100 Rad Hook Qualls U3 SL Thomas, VI. 00802 Name: - Great ST Jim LLC SS ID No: Name Duran lady's., S HY No. Name: SS . ID Type: No: Name: SSN: ID Type: No: I/We hereby acknowledge having received the Deposit Account Apeemeed, the FinttanCerp Information Sharing and Privacy Policy; and Me product ram and ten Prepared by:QesevIliel- E?%1444—rr, as_ "Wu* by: * CONFIDENTIAL SDNY_GNI_000 13446 CONFIDENTIAL FirstBankPR000609 EFTA _00124089 EFTA01269293 CERTIFICATION OF BENEFICIAL OWNER(S) he Information contained in this Certification is sought pursuant to Section 1020.230 of Title 31 of the United States Code of Federal Regulations (31 CFR 1020.230). A Person opening an account on behalf of a legal entity must provide the following. I information: lail. 1. First Name and title of Natural Person Opening Account JEFFREY 4. Name and type of Legal Entity for watch the Account Is Being Opened GREAT ST. JIM, LLC 2. Last Name 3. Middle initiat EPSTEIN 4a. Legal Entity Address 4b. City St. Thomas 4c. State USVI 4d. ZIP/Postal Coda 00802 SECTION (To add addikinal indiViduitis, seepage Please provide the following information for an Indivklual(s), If any, who, directly or indrectly, through any contract arrangement, understanding, relationship, or othenMse ovine 20% or more of the equity interests of the legal entity listed above. Check here 0 If no Individual meets this definition and complete Section IL 5. . Flrat Name Jeffrey 6. Last Name Epstein 7. M.I. E 8. Date of Birth 01/20/1953 9.. Address 6100 Red Hook Quarter 83 10. City St. Thomas 11. State USVI 12. ZIP/Postal Code 00802 13. Country 14. SSN S F'arsonsl Non-U S. Persens) 16. Identification Number (SSN, Passport Numberor caw signer USA 15a. State of Issuance: USA 15b. Coun ry o ssuance: USA 16. Ownership % 100 kat In Neu of a passport number, Non-U.S. Potions may also provides SociatSecunly Number, an alien identilicatton card number, or number and country a !salience of any other government-Issued document evidencing °shone* or residence and bearing a photograph or similar selogyard. SECTION II Please provide the following Information for an Individual wall elanifieant restionelbility for managing or directing the entity, Including, an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Opeialng Officer, Managing Member, General Partner, President, Vice President, Treasurer); or My other individual who regularly pedorms earlier functions. 17. First Name • 18. Last Name 19. M I. 20. Date of Birth Jeffrey Epstein E 01/20/1953 21. Address 22. City 23. State 24, ZIP/Postai Cod* 8100 Red Hoek Quarter B3 St. Thomas USVI 00802 25. Country USA 26, SSN SSN /us Personal Ner-U.S. Persons) 27. Identification (SSµ Passport Numberorabor simkr .____thaltationnurnber) 27a. State of issuance: USA Kit 27b. Country USA In lieu or a peeved number, No/WS. Pereoos may also provide a Social Sem* Number, on alien a/notification card number, or numtier and wore' of 18611(1%13 of any other governinenl-issued document evidencing nation:My or residence and bearing a photograph or similar safeguard., 1, JEFFItEY EP IN (ea information p ovided herein financial lost ution mitten Signet= NNNG -1618 -04 II3 arpason tot Erect, If an cation of suchcbWd nt), hereby certify, to the best of my knowledge, that the of the above mentioned information changes I agree to provide the es. Date: oa (I%1301 orwoomin) CONFIDENTIAL Page 3 of5 SDNY_GM_000 13447 CONFIDENTIAL FirstBankPR000610 EFTA_00I 24090 EFTA01269294 Legal Entilyldentifier(Optional): NNW-1618-0418 CONFIDENTIAL Page 3 of SDNY_GM_000 13448 CONFIDENTIAL FirstBankPR000611 EFTA (()124091 EFTA01269295 Additional Section 1 - Second Beneficial Owner (If required) . Please provide the following infonnation for an Inclividual(s). if any, who, dlrectty or inckectiy, through any contract arrangement, understanding, relationship, or OthenAtbe 0.415 20% or more of the equitylnterests of the legal entity listed above. 5. 4Irst Name 8. Lest Name 7. M.I. 8. Date of Birth 9. '.Address 10. City 11. State 12. alnPostaI Code 13. Country 14. SSN ms porsensmaws persons) 15. Identification Number (SS& Masted Number or dhersimler 156. State of Issuance: 15b. Country of Issuance: 16. Ownership % NOTE: In feu of a passport number, Non-U.S. Persons may also provide a Social Security Number, an apron Identilicafion card number, or number andeountry of issuance' of any otter govetrimenthsted document evidencing nationally or residence and bearing a photograph or similar safeguard. • Additional Section 1 -Third Beneficial Owner al:weird): Please providethefollowing information for an Individual(s), if any, who, directly or indirectly, through any contract arrangement, understarding• relationship, or otherwise owns 20% or more of the equityinterests of the le~ai entity listed above. 5. First 'Name 6. Last Name 7. ILL 8. Data of. Birth 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country 14. SSN (US Persons/Non-US. Persons) 15. Identification Number (SW, Passport Manbarceother sank, denirrefronnenteo 15a. State of. Issuance: 15b. Country of issuance: 16. Ownership % BM In leo of a passport minter, Non.u.S. Persons may also provide a social securftyNumber, on alien Identification card number, or number and county of issuance of any other government-issued obatmorg eviciehdag natioaably or residence and bearing-a photograph or singer safeguard. Additional Section 1- Fourth Beneficial Owner (If required) Please provide the following Information for an Individual(s), if any, who, directly orkidtecdy, through any contract arrangement, understanding, relations hip, or otherwise owns 20% or more of t interests of the legal entry listed above. 5. First Name 6. Last Name 7. M.I. 8. Date of Birth 9. Address 10. City. 11. State 12. ZIP/Postal Code 13. COuntrY 14, SSN ar.S.Personsinion-0.3. Poisons) 15. Identifies/ton umbo No umber (SSN, Passport Numberordire rainier worakatium 15a. State of 'ritualism: 15b. Country of Issuance: 16. Ownership 38 NZ& In. Neu of a passport number, Non-U.S. Persons may also provide a Social Security Number, en alien kroner:cation card number, or number and country of Issuance of any other govermnentissual document evidencing nationalay or residence and bearing a photograph or similar safeguard, NNI4G-1618.0418 CONFIDENTIAL page4 0'5 SDNY_GM_00013449 CONFIDENTIAL FirstBankPR000612 EFTA_00 I 24092 EFTA01269296 Additional Section 1 - Fifth Beneficial Owner (If required) Please provide the following Information for an Indlvidual(s), if any, who. directly or indirectly, through any contract arrangement. 5. First Name 6. List Name 7. Mi. 8. Date of Birth 9. Address 10. City 11. State 12. ZiPiPostal Code 13. Country 14. SSN (uS.Personsitforgi.S. Person) 15* Identifier kisnercetionati9n Number iSSN'PISP24Ntinberir°MettingY number; 15a. State of Issuance: 15b. Country of Issuance: it Ownership % hog: m au of member, Nomt.I.S. Persons may also provide a Social acuity Number, an alien idonacidion card number, or (amber and ecrimby of b$U8000 ol any other gotrentment-issued document evidencing nationally of rest ante and beating a photograph or similar safeguard. Additional Section 1-Sixth Beneficial Owner &required) Please provide the following information for an individual(s), If any, who, directlyor indirectly, through any contract arrangement, understanding, relationship, or o8rorwlse owns 20% or more of the equity Interests of the Iegel entity listed above. 5. First Name 6. Last Name 7. M L 8. Date of Birth 9. Adores') 10. City 11. State 12. ZIP/Postal Code 13. Country 14. SSN gcs. Arsons, Non-US Persons) 15. idonacation Identification Number (SSN, Passport Nurnberg orber song, nurnbeh 15a. State of issuance: 150. Country of Issuance: 16. Ownership % NOTE: In eau of o passport number, Namtl.S. Poisons may also provide a Social Sew* Number, en alien identirtaan 'cord number, or number end country of issuance of any other povennuent-Issuod docuntant evidencing nallonabYy or residence end booting a photograph or eager safeguard. Additional Section 1 - Seventh Beneficial Owner (If required) Please provide the 10S:wring information for an IndivIduril(s), if any, who, directly or indirectly, through any contract arrangement, understanding, relationsJYQ, or otherwise owns 20% or more of the equity Interests of the legal entity listed above. 5. First Name 6. Last Name 7. M.I. 8. Date of Birth.. 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country 14. SSN (U.S. personsnoThas. parsons) 15. identification Number (SSN, PassportNimberarothersinger identalcationnuniber) 15a. State of Issuance: 15b. Country pf issuance: 16. Ownership % NOTE: In lieu of a passport number, Non-U.S. Persons may tab provide a Social SecuraNuntber, an alien identification Card number, or number and country of issuance of any other government-Issued document evidencing netionaNY or residence end blaring a photograph or WOWS. safeguard. CONFIDENTIAL hoe $ ofd SDNY_GM_000 13450 CONFIDENTIAL FirstBankPR000613 EFTA 00124093 EFTA01269297 I First Bank Wen Wends Limited Liability Company Letter and Security Agreement tg i ? _Lk glithelinclangne Menegelt, crOfewsol s4. rf i 14.4_,, IL ("Company, located HEREBY CERTIFY that C0capeny, a limited Under/ Compeny ',mud pgreeeddlo )5• Xis_a__, 3 ":1S Let ar * Int. a S. Oivektn..-tcrrna-n„,.,4 14“ fa composed of tie fotoning - • • r." — . Varlet ici" and the lotopind !trouper Pfliodr(s). &Se y. (Calk , Lc • gnus mane ortnnmear fauns! ortaits) Oelce4pf- . To Indira you in your daoretion b eel end Sy hire0n and on the signettse of any of to denlonoted anon( or Mum Menders. Marlboro, 0tt*, employees or agents elCompany radiated toeirsonte)l, we agree end certify on behalf of Company as Work t Eimer* ("Barn') is hereby deadened es depository of Company, and any Authorized ninon Is euthorlbedbdepooll or designee° for deposit any tuna of Company in Bank at any al its trendies. Bonk mily tt any Ilme Mute b s000pt &idea May ham by orders mail or *entree Ms whole or any port of a depot: E The folbend adY al/Pointed Aulhorited ninon(*) _ • • • • • • • • • • . demo • 9.6.-St'y • tro•txrpc4e, thump awe Scan ect, siegy, env bro. Sc l end bets suirlasiciaanhipreby authorized to *ion, by hand or by Ink, Oncludng, but nol limited b computer doweled) arynehre(s), °hooks, atibi;oideplireet end caner Instuments (here/beau soon colostivoly referred to es Ibm(an Nobritelandrig the above, any. Authorizednetion k etipprized ire b: (1) inflate Automated Cluing House ("Aar) debts wilbut e signature: (2) Initiate paymenbrW use of Doman tau* Cheekt (WC, withxd a daunte othir tun llesperne of Company raged on Ile PTO; er (3) give Inatud0na by means other ten the signing of an item, won respect lo any aecturdtraitendlon, baudng, but not Ilmilad le the payment, transfer or witched of funds by Wire. oompuler or char nectaio means; ricatientidei, it °Woodsy, create, lemsor•poperly at any btu heldby•Bant • for -account ol Company (ireliodloarr). 3. Bonk hereby etched to honor end pay hems, whether dgmed by header by ludinie (Including, bul notMated b, computer gartereled) • 7 daiabari0).: In be onetrol iodate slignsturat Bank it motorized to pay any Item If the signahre,•rogirdifsa of how or by whom eau, acid whet* or not the term ittimuture used on such horn wen actualy papered by or for Company. reeteinbles the specimens bed wth Bob by Company. Bank 5; hither authorized to honor and pay DTCs, ACM,. Inntructions, and die adore Pen ninety by any Authorized foireon;boleceng such ea may bing about or radius an oyardaall end such as may be payable to or for the bennft of arty Authorized Penton a Ober Mt«, Or Member a employee indviduldly, wIth0ut Inc ley as to the ofroumetesoes of the teaance a the deposition of the pt edit therein sndwittout bit as to amount I. Bantle heathy aulhonzod b accept fag (*posit 101 crack a for caution, or otherwise, liens enclosed by eny coma or by stamp c< other km:Onion In The name or account *rim c• Compaq wihout brµry nibble otrourntencon d to endorsement or era leca • cf intention or the decoction of the proonede. 5. The fobaind Autionzed Persons jeffe-cl Cps. eow lert "Sa levant-. r-nedl.ifet, $ m ty donut sad badictlowSiolcil of Orantura. signing __Stu %III • • (Some mu sun ins teurek ists atray.era no. dc n hereby authorized to effect barn and °donnas end chiral! draillatany•Sena for Carpemy torn flank (and gueranbe on belted of Comperry the obigellons o' cams to Bank), istiked or uneouirailtatif bra* bane end ~Os end credit and gnomon to make, execute and deliver. prominay notes and olliciftwillen tidgeffilnin gulled** id ittle~aa ,. CanteflY .. .*Illdbobons ter letters of credit, Instumento of gutter** an • indemnity and tiny ticeemiii•da rldiglr,grlenl Ueda*. Wet' teillOtt litany of the !oregano end as totttitY tor the payment of ton,, advances,lodebbadeniu diserialinetas44110Pliatk «Linda *an to, .Company or others b bodge. hypothisoate, moddege, *Ulan; broneler,•guill tae and eactellynkneatéln, reaped kr, endorse end °ever evoporty of eny desaipattn. ion a pereond, and aybbdel thefein end evidena/ taw bred al any erne held by company, and to 011€CUti, mortgages, deeds of kWh secuity agreantenle, Instumento ei tinder. andandeent r pledge. pow, of at and other agreement or Mahatmas . which maybe reacnatinty.g kite* In connelion beterernm end nu Itt eel to, or decount with, Bank, commend paper, bile rateable, • I3COUllit routed»; iltiellnalgtdi a IMY othr tenaiik:a officnnlY'eVi refit( held tlV7Canflanit:entwilerend'b'elndiank mu:0v - tender and be itimatiblexeutte and debar berme* ic• !amnia* of subordination end •assIgnMent enenteaccy pro Bonk and else ICI giye •Flyerdpri a ONUS{ for me nanny, cab, exchange or other olepoeilla of any property ce Intrust tereinw evidencebered beloning to Company am at any erne q be hands of Bede whether es under& a othewlse, end b °mono and .deever, Inch Ow ' gnome*, ineriumente and documents end Is do such otter ads and things es may be neoeusry a desirable or required by Bark h connection with any of trio foregoing end Bank m hereby authorized to honor, accept end exude any oft. tonectons described tam. 6. Thal al bans, eic-roure and adeences heretofore atria on What of Company end ell notes end other Wantons a ev160noes thereof (me foregang bang referred lo ee 'Obligellonel of Company held by Bank ire homey approved. reefied, and anfrmed 7. Corday does hereby give to Bank a coninubig lion w the amount of any end all labialise and obi/potions of Company b Bank and clan of nark nekrenntldefaintien oeBank against Company, whether' now existing a hereafter bound. akin& eontetted with Rank endbrem !nether motors and Waned himetter owing to or scouted mm any manna by Bent Muth« ltontribbd ly Company *boo a bob roam warily Sin'enstier kaolin* absolute or onnenpent seared a unsecured., matured or utanetorerd (al of wash ere hereafter oollecitveti • Fietarkftletitidaits4itiottlItamnAes, Rico CONFIDENTIAL SONY_GM_00013451 CONFIDENTIAL FirstBankPR000614 EFTA _00124094 EFTA01269298 coiled 'Obligations" upor any end as moneys. securities and any end all oller property of Company ere the proceeds thereof, now ci hereafter ecru* a conenedrely head or received by a n bandt in any manner to or from Berk, Its tour-pendent' or agents from a kr Company. whether for safekeeping, custody, pledge, bancmksion, collection cr offierwiee coming Mtn the pou•saton of Bank In any way. & in base of cool Angola/ins or disputes, or doubt on Baits part as to tine voll6ty, extent reedlketion, neoatom or exercise c4 any of the rothcribee heren contained. Beak may, but need not recognize nor {jare any &both any not. hit bit blimegM or Member of Company, a from any other potion prxPorting to meal, restrict or change any of said eutorlikis, a the Melded ihinfotrAgese Bank le remised to do no by the judgmenr, decree weeder Of e omit beving yakdktion of the aubect matter end sal Oxibertlea to hen obrifIkelrig &rime or deputes. 9 Company ewers to be bound by he Terms and ConcEllene for Business Accounts end Sargon, ogre* in Wed and es emended hated«, et well as any tignabre card, deposit ticket checkbook, passbook, statement of &count receipt, kdrument deigned a' other agreements, won se, bat not hilted k, funds trend« areements. adhered or made aysilable lo Company from Bank and by iihrollms pooled Al he dike of Brink at bidet Um account of Company M nelntainee, in each case with tie same effect es If each ant every him hereof were at lorth In Idi heren end mediae Nit Sect • 10. Sidled lo max.* 10 alocare;.al he toregohg euhrxilles shell remain b Wt Wee and Merl unbl revoked or Smiled by written nob:* to Bank moMed hal such neticeehial not be ebb:4W with respect kr any mood*, or moddoelbnol add eutweihos unlit Benk shell how hod a reasonable opporegnib le ad hereon end in no event prix to the receipt a.1m peynient of money or he willidrerwal of tondo dated on or prior to the dote of 'ugh notice, but Koseled to Sank der re:ekt of etch notice end Sank Is hereby authorized el ill times trirely upon troe fact notice, estikellon or dimmorketion recetrad by It as b the persons wino from time 10 time may be signalaks of Compeny, cr sa b their recpeehre specinen bandages saga as to enrovet Company metiers, end Bank shall be held harmless in such rekene. 11. The Managers. Members, end Olden et Company, or any anar more of het ere hereby authorized b eel for Company In all oter matters and tensations relating lo any of its buskins nth Bank Wading, but rid imbed to, the execution and delay of any agreements a contracts noomaary belled be foregoing Resolutions. 12. Company hereby represents end warrants hat none cl he wherefore herein contained ore oontrary la or ixontistent with any other warenentt among Members or Company, or between Cooper/ end Ober ;Albs 13. Bonk Is hereby retested tom eery Witty end sal be indemntied apelnst any loss. Ilea or expense ensko from honoring Mrs Agreement t4. The signeaurt,(« bedew Were to signannu(s) of the Itenager(s), t Cempany is manager-managed, the signain(s) of he Merbo(s) ? Company is montror.mansped. a be tighter:G(4 or be °fai(s) if Company la governed by a herd,' direokse NOTE: • in cast Ms Manager, Member, or °bleeds submitted is, eign by the 'bore peovierons,Ahle Agreement. should be signed bye second Manager, Member, of Officer. Pbp err . _ T. " 1 (.‘ Tile Tile: —321"4-L i Caniiraittereeediliog • , ~el. Mato. «aktel Ti.) Very tiry yours, tpute‘ut- VC. l atr Mane decal:erg CONFIDENTIAL SD NY_GM_000 13452 CONFIDENTIAL FirstBankPR000615 EFTA_00124095 EFTA01269299 Corp No. 585782 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE, ST. THOMAS, VI 00802 CERTIFICATE OF EXISTENCE to ati to Whom Zbeire Vreskiitti &ball Come: I, OSBERT B. POTTER, Lieutenant Governor of the Virgin Islands do hereby certify that I 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 GREAT ST. JIM, LLC Limited Liability Company was duly, registered to conduct business in the Territory on October 26, 2015 and has a legal existence as a Limited Liability Company so far as the records of this office show. Witness niy hund and the seal of the Government of • the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 27th day of October, 2015. OSBERT E. POTTER Lieutenant Governor of the Virgin Islands CONFIDENTIAL SD NY_GM_00013453 CONFIDENTIAL FirstBankPR000616 EFTA_00124096 EFTA01269300 CglippQDEPARINENT OF THE TREASURY IN7ERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 GREAT ET SIN LTC ERI1CA KELLERHALS ,SOLE MBR 9053 ESTATE,THONAS ST IliCSIAS, 'VI:; 00802 Date of this notice: 11,05,2015 r n entification. Number: - Form: SS-4 Minter of this notice: CP 575 G Ibr assistance you may, call us at: 1-800,4329-4933 IF YOU NRITE. ATTACH THE STUB AT THE END OF-THIS-NOTICE. WE ASSIGNED YOU AN EMPLOYERIDENFIFICATION SMEAR Thank you for applying for-an Employer Identification. Number (BIN). We assigned-you .EIN 66.4848875. , This.EIN:Will-iclantify you, yoUrtulinese -acdounts, tax returns, and doeuments, even-.if you have no enployees. PleaCe keep this notice in-yoUr permanent records. . . When filing taxdocuments, payments, and related.Correspondence, it is very important that you use your BIN and' complete name and address exactly' as ehewn above: Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be maligned more' thin one en): Irthe infOrmation is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A lindted liability coupe)* (LW) may file Form 9832, Entity CdassificaCien Election, and -elect, to be classified as an.aesoeiatien taxable:as a-eorparation, -If the LLC is eligible to be,treated as a 'corporation that meete;certain.tests and it will be-electing corporation status lit Must timely file' Form, 2553,,Election"hy a Shell Baalpeas . Corporation The.Lto will be:treated as a. corporation ae Oflheeffective date.of the corporation election and does' not need -to file Form 8832. • ' T2 obtain tax tonne and publications,- including those referenced in this notice, visit our Weh Site et. WwW.irs.ixiv. If you do net'have access- to the Internet, call 1-800-829-3676 (Dfi/TOD F-800-824-4059) or visit your local IRS Office. 1NPORTANI'- RENINDIRS:: • :Keep a copy of this notice in yoUr.permanont records. This aerie* is issued only one time and the xRs willnot be able to- generate 4.duplicete copy for you. , You may giVe a copy of this document to anyone asking for proof of your BIN. • Use this sip and your name exactly as they appear 'at the top oftitio notice on all • y0ur federal talrfonne. • * Refer to this EIN on your tax-related- Cotrespondence and documents. if you have questions about your BIN, you tan call us.at the phone number or write to us et the address shows at the topof this notice. If.you Write, please tear off the stub et the hottom,OB-thie.netice and send it along. your letter. If you do not need to write do not complete and, return the stub. Your. name control associated with'EhisrEIN is GREA. You will need to provide this information, along with.yoUr }AIN file your returns electronically. Thank you for your cooperation. CONFIDENTIAL SDNY_GM_00013454 CONFIDENTIAL FirstBankPR000617 EFTA _00124097 EFTA01269301 I(IR0 USEONLI) 5750 11-05-2015 UREA 0 9999999999 SS-4 Keep this: part for your records. CP 575 0 (Rcv. 7-2007) Return this part with any correspondent* so we may identify your account. -Please Correct any errors in yeur name or address. CP 575 0 9999999999 Your Telephone Number Best Time, to Chll DATE OP TR/S NOTICE: 11-D5'2015 ) - EMPLOYER IDENTIFICATION NUMBER: FORM: SS-4 NORCO INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 GREAT ST JIM LLC ERIKA KELLEkxxLs SOLE MBE 9053 ESTATE THOMAS ST THOMAS, VI 00802 CONFIDENTIAL SDNY_GM_00013455 CONFIDENTIAL FirstBankPR00061 8 EFTA (H)124098 EFTA01269302 FORM - RACA12 ME UMW SIAM VieCANISLANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS This iferiringwirneuesh Ito me undersigned Business Basics VI, LLC having been designated by Great Si.. Jim, LLC as resident agent of sold company, upon whom service of process may be mode in all suits culdng against said company in the Courts of the United States Virgin blonds, do hereby consent to act as such agent and Mot service of process may be made upon me In accordance with Title 13, Virgin Islands Code. IN WITNESS WHEREOF I have hereunto set my signature this, 2015 October 20(11 —err, , day of I Of MAIL UNDIR tinny 0/ 11100O.11110.1 SRI IAM Of ON shLrib UAW Vit001 WOOL THAI All SIATIAVIO1 COMA IN Oaff 14 040/0, AND MIT ACCOMM/01/10 POMONA. Alt IMO AM COMO, lam Mit IINOWItCO4 MAI All UAIVAIINS MADI Al Ott Aff0CAoltfAlfAtin TO OIWSDCAIICN AND ISO Alf, IAL/10, OS/0MM 104*III0 ANY atesnoN MATH 0100401 /010IMAI OA StillatilkftIVOCAIION WTI 1. riglAgrsgogivapstragin MAILING A RESS PHYSICAL ADDRESS EMAlk AD RESS Of RESIDENT AGENT KKK Iunal lialldInk. 9053 Estate Suite I0I. Si. Moms. VI 00802 Pails Professional Nwrimn. 62.3A&62-38 btu. thorns. Solo 101. 54.1/thmas. VI 00802 n i4 Subscribed and swan to before me INs. __ __'d ay of St. Thomas Brett A. Gin? NotolY Mit N0.124-11 VSVII My Coatresion ExpAta:DAtisher2). 2015 My Cornmksion Excitos CONFIDENTIAL CONFIDENTIAL SDNY_GM_00013456 FirstBankPR000619 EFTA_00124099 EFTA01269303 AFFIDAVIT RE NOT DOING BUS1NE$ Jeffrey Epstein, being of lawful age and after having been duly sworn, stales that:- 1. I am the President and the sole beneficial owner of Poplar, Inc., a U.S. Virgin Islands corporation ("Poplar"), which is the, sole member of Great St. Jim, LLC, a U.S. Virgin Islands limited liability company ("GSJ"). 2 Since February 4, 2016, Poplar has been the sole member of GS), the Articles of Organization of which were filed with the Office of the Lieutenant . Governor on October 26, 2015 and are attached hereto. 3 I hereby confirm that GS) never did any business of any kind from the date of ' the filing of the Articles of Organization through the date of this Affidavt and i further state that. GS) has no intention of doing any business in . the foreseeable future. 4. I hereby further confirm that GSJ did not do business and does not intend to do business because its sole purpose was and is to hold residential real estate, which is held solely for the personal use of myself as the beneficial owner of GS) and Poplar and is not intended to be used for any type of business. " 5. I hereby further confirm that GSJ will not do any business of any kind prior to applying for and obtaining a US. Virgin Islands Business License, a copy of which will be delivered to PirstBanIc (the "Bank"). 6. i further confirm that so long as GSJ is not doing business, it will deliver to the Bank, annually upon request, a certification in the form of this Affidavit Re Not Doing Business to the effect that GS) did riot do business and does not intend to do business. 7. GS) requires a bank account for the purpose of paying certain expenses required in connection with maintaining GSys continued legal existence in the U.S. Virgin Islands and GSJ's ownership of the real property that it owns; including the annual fee for the filing of GSys Annual Report and its annual real property taxes due on the such real property. I have personal knowledge of the facts herein stated. TNESS. WHER t P—dirrarties have signed Affidavit Re Not Doing 016 SUBSCRIBED AN. N to me this St day of August, 2016 Notary Public CONFIDENTIAL SDNY_GM_000 13457 CONFIDENTIAL FirstBankPR000620 EFTA_00 I 241 00 EFTA01269304 ARTICLES OF ORGANIZATION • OF • • GREAT ST. JIM, LLC . • - , . „ I, the undersigned naturel perioO »f the age of eighteen years or more, acting as' rganizer of a limited liability company under the Uniform Limited Liability CorripanY Aet,'Chapter 15, Title 13, Virgin Wands Code ("Uniform limited Liability,Company Act"), do hereby adopt the following Articles of Organization for such limited liability company: • ' • • ARTICLE ONE. NAME, AMIESS AND PRINCIPAL OFFICE • ' ' • Nanie • 1. The name of the limited liability company shall be Great St. Jim, LLC (the "Company"). Address • r4;t 2. The plifrWcal address of the Company is Royal Palms Professional Building, 2-3A ;lir 62-38 Estate Thomas, Suite 101, St. Thomas, Virgin Islands 00802. The mallingcaddoisi of the company is Royal Palms Prokssional Building, 9053 Estate Thomas, Suite 101, St Thomas, Virgin Islands 00802. Prindp.al Office 3 The principal office and permanent address for Ribiransaction of business of the Company shall be the-. addresses stated in Paragraph Z of these Articles as the physieal:and mailing address of the Cornpaity. Resident Agent and Office 4; The physical addresi of the Company's initiaLdesignated office. is Royal Palms Professional 'Building, 62-3A k62-3B Estate Thomas, Suite 101, St. Thomas:Virgin Islands 00802. The mailing eddiess of the.Crinipaby's initial designated office is Royal Palms Professional Blinding; 9053 Estate Thomas, Suite 103, St. Thomas, Virgin islands 00802 The name of ItS initial resident agent at such address is business Basics Vl, LLC. The business address of the resident agent and the address: of the designated office are identical. CONFIDENTIAL SONY_GM_00013458 ArstBankPR000621 CONFIDENTIAL EFTA_00124101 EFTA01269305 ARTICLE TWO PURPOSE The purpose for which the Company is organized is to engage in any and all lawful business for which a limited liability company may be organized under the Uniform Limited liability Company Act and the other laws of the U.S. Virgin islands. The foregoing paragraph shall be construed as enumerating both objects and purposes 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 AND CONTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve the Comjeany by his or her independent act of any kind. ARTICLE FOUR ORGANIZER The name and addreis of the organizer of this Company is: Erika A: Kellerhals Physical Address: Royal Palms Professional Bililding, 62-3A dr 62-3B Estate Thomas, Suite 101, St. Minna, Virgin Islands 00802 .-: Mailing Address: Royal Palms Professional Banding, 9053 Estate Thomas, Suite 101, St. Thomas, Virgin Islands 00802 ARTICLE FIVE MANAGEMENT The Company shall be manager managed. The initial manager of the Company is Erika A. Kellerhals. The physical address of the initial manager of the Company is Royal Palms Professional Building, 62-3A & 625B Estate Thomas, Suite 101, St. Thomas, Virgin Islands 00802. The mailing address of the initial manager of the Company is Royal Palms Professional Building, 9053 Estate Thomas, Suite 101, St. Thomas, 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. CONFIDENTIAL SDNY_GM_000 13459 FirstBankPR000622 CONFIDENTIAL EFTA_00 I NI 02 EFTA01269306 ARTICLE SEVEN. LIMITATION OP 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 of 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, (lil) 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 manager's posilion, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable statute. If the Uniform Limited Liability Company Act or other applicable law is amended to 'authorize action furthei eliminating or liinitini the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited liability Company Act or other applicable law, as so amended. Any repeal or modification of tl!e foregoing paragraph by the members e,shalf-fiet adversely affect any right or protection of any manager existing at the time of such repeal or; iirodifleation. ARTICLE EIGHT MEMBER LIABILITY No member of the 'Company shall be liable for the debts and obligations of the Company ander Section 1303, Subsection (c) of the Unifoirn Limited Liability Compairy Act. . ; ARTICLE NINE SEVERAIMITT If any phrase, clause, sentence, paragraph, or provision of these Articles of Organization is held to be void or illegal, then it shall not impair or affect the balm* of these Articles, and the undersigned Orgentier of the Cornpany:doea hereby declare that she would.haVe signed and executed the barna of these Articles without such void or illegal provisions. ' (signature page follows) 3 CONFIDENTIAL CONFIDENTIAL SDNY_GM_00013460 FirstBankPR000623 EFTA_00124103 EFTA01269307 IN WITNESS WHEREOF, the undersigned person has hereunto set her hand as Organizer of.. the Company thiS250; day of Octobet, 2015. Erika A. KeHerbals IN THE TERRITORY OF THE UNITED stairs VIRGIN ISLANDS UNITED $7ATES OF AMERICA BEFORE ME, the undersigned authority, on this 261^ day of October, 2015, personally appeared Erika A. Kellerhals, who, being by me first duly sworn, declared that she Is the person who signed the foregoing document as the Organizer of the Company and that the statements contained in these Articles of Organization are tite. blic in an. the Territory ithe United States Virgin Islands My commission expires: BretiA. Cory Koury Mak Nrtall-I I Si. Moses/ Jar USW( My Commlukii Witco Derathe 21, 201$ 4 CONFIDENTIAL SDNY_GM_00013461 CONFIDENTIAL FirstBankPR000624 EFTA_00124104 EFTA01269308 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), detestFebruary 4. 2016, by and between Erika Kellerhals, having an address at in0o Pat of Sale Mall, Suite IS, St. Thomas. USVI 00802 ("Kellerhals"), and Poplar. Inc., having an address at 9100 Pon of Sale Mall. Suite 15. St. Thomas, USVI 00802 idle "Assignee). RECITALS: A. Kellerhals is the sole Member of Great Saint Jim, LI.C, a United States Virgin Islands limited liability company (the "Company"). holding 100% of the Membership Interests therein (the "Membership Interest"). H. The Company is governed by that Lertain Operating Agreement dated October 26,2016 (the "Operating Agreement"). C. For good and valuable consideration, Kellerhals desires to assign to the Assignee all of Kellerhals' tight, title and interest in and to Kellerhals' entire Membership Interest, including, without limitation, Kellerhals' rights to, and interest in, the capital of the Company, and Kellerhals' rights for periods commencing on and after the date hereof to distributions from the Company, as well as any and all of Kellerhals' duties and obligations in respect of Kellethals' Membership Interest in the Company pursuant to Inc Operating Agreement (the "Assigned Interest"). O. Kellerhals and the Assignee intend that the Assignee be admitted to the Company as a substitute Member in Kellerhals' place with respect to the Assigned Interest. Assignee desires to accept such assignment. to assume all of KeftedmIs' duties end obligations under the Operating Agreement with respect to the Assigned Interest, and to be admitted as a substitute Member of the Company with respect to the Assigned Interest. F. Kellerhals is the only Member of the Company, end no other consent from any other person or entity is required lb( the Assignee to he admitted as a substitute Member of the Company. NOW, TIIEREFORE, in consideration of the foregoing recitals. the parties hereto do hereby agree as follows: I. For Ten Dollars (110.00) and other good and valuable consideration Kellerhals hereby transfers and assigns to the M::ignee all of Kellerhals' right. title and interest in and to the Assigned Interest, and designates the Assignee as a substitute Member in resp.xt of the Assigned Interest. 'The parties intend that the Assignee he admitted as a substitute Member of the Company in Kellerhals' place with respect to the Assigned Interest. KELLERHALS IS NOT MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO THE ASSIGNEE WITH RESPECT TO THE ASSIGNED INTEREST OR THE COMPANY EXCEPT THAT IMMEDIATELY PRIOR TO THE ASSIGNMENT HEREBY, KELLERHAI.S OWNS THE ASSIGNED INTEREST FREE. AND CLEAR OP ALL CLAIMS, LIENS AND ENCUMBRANCES, AND THAT THE ASSIGNED INTEREST REPRESENTS 100% OF THE MENIFIERSHIP INTERESTS IN THE COMPANY. 2. The Assignee hereby accepts the assignment and transfer of the Assigned Interest, accepts and agrees to he hound by all of the terms and provisions of the Operating Agreement in place of Kellerhals, and assumes and shall be subject to and pectin when required all of the obligations of Kellerhals thereunder as a substitute hiember of the Company, with respect to the Assigned Interest. CONFIDENTIAL SONY_GM_000 13462 CONFIDENTIAL FirstBankPR000625 EFTA_00124105 EFTA01269309 3. the Assignee agrees to exothie and deliver such other documents as may he reasonably necessary to effect the adoption of the Operating Agn-txnent by the Assignee and the admission of the Assignee in the Company ns a member in substitution for Kcllcrhals. 4. The Assignee hereby agrees to indemnify, defend and hold free and harmless Kellcrhals and Kelltrhals' employees, partners, representatives, consultants, contractors and agents against and front any loss, injury. liability, damage, claim, kin, cost or expense, including without limitation, ationteys' fees, disbursements and costs, arising directly from any action brought against Kellethals or Kellerhals' employees, partners. representatives. consultants. corium:tots and agents arising from the Purchase and Sale Agreement dated January 8,2016. 5. This Agreement shall be govemol b) and construed in accordance with the laws of the United States Vinrin Islands, without regard to conflkt of laws principles. 6. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the sante instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is anacInd to any other counter pan identical thereto except having additional signature pages executed by the other party to this Agreement attached thereto. 'this Agreement may be executed and delivered by delivery of a facsimile copy of an executed signature page or counterpart ur by c-mailing a PI)F version of a signed signature pige or counterpart, and each shall have the same force and effect as the delivery of an originally executed signature page or counterpart. IN WITNESS WI IEREO1:, the panics have executed this Agreement on OK date lint above written. KELLER' IALS: ,ASSIGISEE: ERIKA A. Kl..1.12.RILALS Pal:AR. INC. By: Jeffrey Epstein, President CONFIDENTIAL SONY_GM_000 13463 CONFIDENTIAL FirstBankPR000626 EFTA_00124106 EFTA01269310 OPERATING AGREEMENT OF GREAT ST. JIM, LLC A U.S. Virgin !shin& Limited Liability Company THIS OPERATING AGREEMENT, (thie "Agreement") is made and entered into as of October 26, 2015;;y Erika Kellerhals (hereinafter referred to as "Sole Manher),..whose business address is Royal Palms Professional Building, 9053 Estate Thomas, Suite 101, St. Thomas, U.S. Virgin Islands, 00804 and who hereby forms Great St. Jim, LW, a U.S. Virgin Islands Limited Liability CompanYt(the "Company") pursuant to the US. Virgin Islands Uniform Limited Liability Company Mt (the "Act") upon the following tennS and conditions: SECTION L ORGANIZATION & FORMATION A. Ebrinaticin. The Company has been 'organized as a U.S. Virgin Islands Limited Liability Company under arid piuswint to the U.S. Virgin blonds lanited Liability Company Act (the "Act") by the filing of Articla of Organization ("Articles') with the Office of the Lieutenant Governor, on Octeber 26, 20 I 5, as required. by the Att. B. . Nanrig. The name of the Company Shall .be "Great St. Jim, LLC". The Company.upon proper notice and filing with the Office of the Lieutenant Governor of the U.S. Virgin Islands may conduct its business under one or more assumed names. • C. Naga. . The purpose of the Company is to operate any lawful business or purpose permitted by the law of the territory of the U.S. Vitgitillslands. . The Company shall have all the powers necesSaly or Convenient to affect any *rise for itich it is formed, including all powers trained by the Act. . D. Duration. The Company shall continue in existence perpetually, beginning on the date of filing of the Articles, unless terminated by law' r dissolved; and terminated. PrinelpaLOIfice angtoickntAgenass The Resident Agent of the •.Coinpany for service of process within the Territory of the U.S. Virgin Islands shall bet Business :Basle? VI, LLC. The, physical address .of the Resident Agent of the Company is Royal Palms Professional & 62-3)3 Eittite ThomaS, Suite 101, St. Thomas, U.S. Virgin Islands 00802. The mailing address of the Resident Agent of the COMpany is Royal Paints Pnifessional Building, 9053 Estate Thomas, Suite 101, St. Thomas, US, .Virgiti Wands 00802. The Principal Office of the Company is the same as the physical and' ailing address of the Resident Agent of the COMPany or such other.Place or places as the Members may hereafter determine. CONFIDENTIAL CONFIDENTIAL SONY_GM_000 13464 FirstBankPR000627 EFTA_00124107 EFTA01269311 SECTION II CAPLIAL.A7BaERSHWarglitr-AND 'T CQXI LEI: UBMS(MNSVALQUinfl A. Csjittgl Sgioniy,..111; Sole -*Oat In* issuance. The 'Sole Menther's ownership rights m' the Company shall be reflected in "Membership Interest", as recorded in the Company's records. Upon the formation of the CoraPiny, the Sble Member shall make a capital contribution to the capital of the Company in the amount of cash, or of the property-in-kind, or both, set tbrth. oppokite the Sole MeMber's nettle* on the Schedule of Capital Contributions attached hereto. The. Company shill thereupon issue to the. Solo Member that percentage and class of Interest so subscribed and 'contributed for. The Sole Member may make additional capital Contributions at any time and in any amount that it may desire. B. ..TI.koflogmbnship Interest. The Sole Mader may transfer any or all of its Membership Interest to any person or persons, at any time and from time to time. Subject to the provisions of this Seeti0n, the Sole Member may assign its Membership Interest in the CoMpany • in whole or in aut." The assignment of a Membership Interest does not itself entitle the assignee to participate in the management- and affairs of the Company or to become a member. Such assignee is only entitled to receive, to the extent assigned, the .dietribUtions the assigning Sole Member would otherWise be entitled to, and such assignee shall only become an assignee of a Membership Interest and not a substituted member. An assignee of a Membership Interest shall be admitted as a substitute member 'and shall be entitled to all the rights and powers of the assignor only if all the' members oraiserit. If admitted, the subititute member, has to the extent assigned; all of the rightt and powers; and is'ubject to all of the restrictions and liabilities of the m.cinbers. . C. No Interest: Nsigenmostapliai. CaPital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Rok Member shall not be entitled to withdraw, or to receive a return of, a capital contribution or any portion thereof. SECTION III . CAPITAL ACCOUNT A. gagiutlis A capital account ("Capital Account') shall be maintained for the Sole Member, and, any additional member in accordance with the provision of this Article. 1. Increases in Coital Account. :The Capital .Account of the members shall be increased by: • (a) • The fait market value Of the inernbeis' initial capital contribution and any additional capital contributions: by the. members to the Company. If any property, other:than cash, is contained to or distributed.by the Company, the adjustments to Capital Accounts required. by .Treasury Regulation Section I.704-1(bX2XivXd), (e), (i) and (g) and Section 1.704,100X4X1) shall be made. CONFIDENTIAL SONY_GM_000 13465 CONFIDENTIAL FirstBankPR000628 EFTA_00124108 EFTA01269312 . .(b) The members' share of the *tease in the tax basis of Company property, if airy, arising otit of the recapture of any tax credit: (c) Allocations to the members.of Rrofit. (d) Company:income or gain (including:income and gain exempt from income taxation). as provided under this Agreement, or otherwise by Regulation Section • 1:704-1(b)(2Xiv). ' • • (c) The amount of Company liabilities that are assumed by the nienibers. • . 2. Decreases in Capital AcCOunt. lite Capital Account of the members, shall' be . &created by: (a) The amount of money•distributed to the members by the CoMpany• pursuant to any provision of this.4greentent. (b) The fair market value of property distributed to the members by the . Company (net of liabilities secured by sitCh•distributed property that such members are considered to assume or take subject to under Code Section 752). (c) Allocations to the members of Losses. (d) Allocations to the members of deductions, expenses, Nortrecourse Deductions: and net losses allocated. to, it pursuant to this Agreement, and the members' share of Company expenditurel which are neider deductible nor properly chargeable lb Capital Accounts ,under Code Section 705(a)(2XB) or are treated as. . such expenditures under Treasnry .1egttlation Section.13 04;1(bR2XivXi). • "Noruccomse Deductions" shall have the meaning set forth in treasury Regulation. Section 1.704-2: (e) The tamount of any liabilities • Of. the members that arc assumed by the Company. SECTION IV ALLOCA,SU'flONS. A. t.s. For ptuposes of maintaining the Sole Member'S Capital Account, all of the Company's net profits, net losses, expenses.and other items of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income. gain, loss, deduction, and credit recognized or alloviable for Federal income tax purposes Mall be allocated and credited or charged to the Sole Member. • B. Distribt41Qlia. Net cash flow shall be distributed in the following priority, 3 CONFIDENTIAL SONY_GM_000 13466 CONFIDENTIAL FirstBankPR000629 EFTA_00124109 EFTA01269313 1: *First, to the Sole Member in repayment of any advance of fluids to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if any; 2. Additional distributions, if any will be made .to the Sole Member,, in such amountsand atsuch tunes as determined by the Sok Member. C. Distributionuupon Liquidation of the Company. I. At the termination of the Company and after the Company has satisfied or pi0vided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash to the Sole Meniber and any dissociated members whose interests have not beep previously redeemed first, in discharge of their respective capital interests; and then; in proportion to the Membership Interest. . 2. If the Company lacks sufficient ass* to make the distributions described in the . foregoing paragraph; the Company will tnake distributions in proportion to the amount of the respective capital interest of the Sole.Memhet, and any dissociated members whose interests have not been mevionslytedeerned. • :SECTION V MAMA, JEMIENT OF BUSINESS A. In Genagl. The Company shall be theinbertmanaged. The Sole Member shall menage the business and affairs of the Conipany and Shall have full and complete authority, power and discretion to do all things necessary or convenient to managt,'aintrol and carry out the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's businesi. 13. y2gAg of Membersltip.Interest. A percentage of Membership Interest Is entitled to be voted only if it is owned by a member and each such percentage of Membership Interest shall be entitled to one vote. Neither an assignee nor a transferee may vote a Membership.Interisst unless such assignee or transferee is admitted as a menther. SECTION VI . EXCULPATION OF.LIARILITY4INDEMNIFICAtION A. Exculpation of Liability. Unless otherwise, provided by law or expressly assumed, the Sole Member shall not be personally liable for the acts, debts or liabilities of the Company. B. ktdenudcation. 1. Except as otherwise provided in this Section, the Company shall indemnify the Sole Memba and May indemnify any employee or agent of the Company who was or is a CONFIDENTIAL SDNY_Ghi_000 13467 CONFIDENTIAL FirstBankPR000630 WY/1_001241M EFTA01269314 party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, Whethet eivil, criminal, administrative, or investigative, and whether formal or infornial, other. than an action by or in the right.of theCtemany,.by, reason of the fact that such person is or was a member, employee or •agent of. the Company against expenies, including attorneys' fees, judgments; penalties, fines and amounts paid in settlement actually and reasonably incurred by such perste in connection with the action, suit or proceeding, if the person acted in goOd faith, with the eare an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that such person reasonably ' believed to. be in the best interests of Compimy and with respect to a criminal action or • .proctlethitg, if such person lied no reasorarble:canse to believe such person's conduct was • unlawftil: • 2. To the extent that any member, employee or agent of the Company has been successful on the merits or otherwise in defense • of an action, suit or proceeding or in defense of any chili% issue brother matter in the action, suit or proceeding, such person shall be indemnified against actual and reaionable ex•penses, indluding attorneys' fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. .3. Any indemnification permitted under this Section; unless ordered by a court • shall be made by the. Company only es Authorized in the spetific case upim. a determination that the .indeirmification is proper under the circumstances because the person to be indemnified has. met . the applicable standard of conduct and upon an evaluation of the reasonablenesaof eXpensis and amounts paid in settlement. This determination and evaluation shall bp made by a Majority Vote of the members who are not. Panics or threatened . to be made patties to the action, suit or proceeding.. • 'Notwithstanding the foregoing to the contrary,to indemnification shall be provided to any manager, employee or agent of the Company for or in connection with the receipt of a financial benefit to which such. person is not entitled, voting for or assenting to a distribution to the members in violation of this Agreeinent or the Act, or a knowing violation of law. • SECTION VII 1,40UIDATIQK 'The COMpany shall be dissolved,. and shall terminate and windup its affairs, upon the. determination of the Sole Member to dose. • SECITON:V111. LAM IKW_ AnglrAQVIS; M 1011(a A. Section Headings. The. Section headings and numbers contained in this Agreement have been inserted only as a matter of convenience and fel:reference; and into way shall be construed to define, limit or describe the scope or intent of any. proviSion of this Agreement • • 5 CONFIDENTIAL CONFIDENTIAL soNv_em_000ntes FirstBankPR000631 EFTA_0012411 I EFTA01269315 B. &_v.erability. The invalidity or imenforceability of any particular provision of. this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable previsions were omitted. C. thrnendinqa. This Agreement. may be amended or.revolcal at any time, hi writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in writing and signed by the &Me Member. D.' Binding .ffect. Subject to the provisions of this Agreement' elating to transferability, this Agreement will be binding upon and shall inure to the benefit ol die parties, and their respective thstributees, heirs, shecesiairs and assigns: •Griverning,LaW. Regardless of the ple.ce where this Agreement may be executed by the Sole Member, the lights and obligations of the Sole Member, and any claims and disputes relating theFe!ct, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Tenitory, of the U.S. Virgin Islands. . . . IN WITNESS WHEREOF, the Sole Meinber makes and executes this • Operating Agreement on the day and year first written above. WITNESSETH: CONFIDENTIAL SONY_GM_000 13469 CONFIDENTIAL FirstBankPR000632 EFTA_001241 12 EFTA01269316 EXHIBIT A • MEMBER LISTING; CAPITAL CONTRIBUTIONS Members Capital C.entributed Erika KeHerbals 31,000.00 Date: : ACCEPTED AND AGREED: By Erika Kellerbals, Sale Me bur 7 Percentage Interest CONFIDENTIAL 100% SDNY_GM_000 13470 CONFIDENTIAL FirstBan k P R000633 EFfA_00124113 EFTA01269317 First Bank Together we are one Security Procedure and Indemnity Agreement For Telephone/TeIex/Facsimile/Written Instructions For Company-Partnership-LIC-LLP- LLLP 1 Autheitatee, The undamped hereby 'Myatt and mXtionzes Fa:Bank (the "Bank') to accept end ad upon any inetructos (Instructora) delivered by telephone or telea a salon or facelmle VanernIsslon given cc pagoda* Oveniti a person or paean eanonzed to transact bustle" with the Bank as sheen on the Cerpciate Nee0Arbon or PertnenstiotUTALNA.Lln Later end Security Agreement or other evidence or wince of authority kom time to time mointehed in the retarded OM Bonk 2 No Usbiteri of Bank The undersigned accepts the risk that Instructors may be given by en UnaUthodzed person and agree. that the Brink we have no liability or IcerionstbSity for acting In accordance $401 say Inettuclionea v.hether or at genuine or dery authored The Bank Mall have no Isbaty or rapt-natty for any misunderstanding. Mite at of any telabholser Instnalone. 3 Security Procedges ,The security procedure agreed upon for verfking the authenticity el Instructions leapt boot to any of the fo:owng indvidWk, whether or not such I niVallae has Initiated any surJi treader. (The Bank woman:Wigs (pencem designated below shoLld not be poreces olio generally int* Stratton,. Whenever possible the Bank vi ardereVet to al winsome abhor than the Issuer of the trobloadre.) woke. Number Name and Title MS* ootottoeline Code) VSrei-LCitt.‘m 12; Alternatively, at the Banks option, the call back may be made to any person designated on the signature cede or any other account documental°. on Me with the Bank for the undersigned's accounts as authorized to issue Instructions a otherwise transact le:nines* on such account In addition to cell badC the antes agree that for Ineauclaans rectived by Saar& trammoston. or h wing, the Bank w<t determine Weather the Instructors purged to beer the Senna of arty bndvlduel whom designated on the current signalise cards a other account documentation cn file Wm the Bank for the undasigneds accouM(s) es authorzed to tape Instructors or &amtse transact business on such accounts. The security procedass end other terms specified in this Agreement also spay to amendments and cancellaboros of Instructions. It Is urderstood that mesa secunty procedure. ere designed to verlff the authenticity, and not the correetneek of Instructions. The Bank may, at Its option, record (electralesty or otherwise) any call beck made pursuant to this Agreement, any Instructions or other Instructions given by telephone and any other Waphone decussione relatingto Instrixdons The under/trod agrees that it rights and dubs" and those of the Bank tortsunder shall be governed by the terms of the Hank's Account Agreement (as may be amended from tune to time) eared* to the undersigned. accounts et the Bank. The underagnec agrees that the warty procedires set forth heroin consteute a commercially riesonalle method of providing security against Jneuthortzed Insbucdons. The undersigned agrees to be bard by any Instruct:la whetter a not authorized, issued in the trdersgaide name and accosted by the Berk in comsat:ice wan the security procedure set forth Mash and the undersigned agoras to Warm,* and Mid the Ban< he Woes from cry loss suffered or liatiTh, incurred by the Bank in, or easing fromthe Bardce execution of Instructions believed by the Bank h good Wile - have been given (or signed in the one of any fatairrele bansiniSsloh) by a nelson authorized se provided above, podded the Bank hes. candled mith such security procedure. d. Bank May Dedine to Act It to understood that 010 Bank .het have no Oalgoton to maul.) an Instruaon unless and uMll such 'nous:Ion is serried In accordance each the security weeders" set lath herein, end the undersigned wi Indunnty and hold the Bark harmless From any lose eutered or Rad* Incurred by the Bank In ref/airing from processing an !rebuttal altar at reasonable aeons to verify such Instruction In 80o:dance Nth this egrearnert here fated of in do/eying the eXeoultal of an Instruction unit such verixelon ie obtained. Upon notice to the undersigned the Bank may ale:delfts option, letuss10 execute eny Instruction a part thereof 10! cry other reasonA0/out Insuring eny resporeitaity (or any lost, inanity or expense arising out of such refusal. 5. Indemnity. The undersigned agrees to Indemnity the Bank its ablates, subsidecles and their Wisdom alms representatives and agents on demand7o, elf losses, claims, damages or expenses (including legal fees and disbursements) which it or any of them may suffer or Incur in connection iseth this Agreement, inducting, but not tilted to, sang or refusing to act on eny Telephone or Telex or Facsimile cnWrItten Instruction, whether or not genuine or duly authorized - 0. Our continued issuance a Transfer Initiations following our receipt, execution and return of tNs loiter to the bank will constitute our agreement to the seamy procedures end other bans spec:fled herein. Prelh2S6S+261: . AGsOunt SNOW CTV eel Es4-, m.„,, Lie t_ cam Lec LLP,LL(P Name Po&ovr ice. BY: • aC ttty; •,, Retaer, alsoffl) and recidAsli- er l-ok Ores Oral— ihna ‘frev, Meta, a its 0,34)., d f Wawa Puede Mkt, CONFIDENTIAL S0NY_GM_00013471 CONFIDENTIAL FirstBankPR000634 EFTA._001241I4 EFTA01269318 ACTION BY THE WRITTEN CONSENT OF THE SOLE MEMBER OF GREAT ST. JIM, LLC October 7,2019 The undersigned, being the sole member of GREAT ST. JIM, LLC, a U.S. Virgin Islands limited liability company (the "Company"), does hereby state, adopt, and approve the following resolutions by this written consent in lieu of meeting, with hill force and effect as if the same were adopted by an affimutive vote in a duly constituted meeting: WHEREAS, Jeffrey E. Epstein, who was the sole member of the Company holding 100% of the Company's issued and outstanding Membership Units, passed away on August 10,2019; WHEREAS, ownership of 100% of the Membership Units of the Company has vested in the Estate of Jeffrey E. Epstein of which Darren K. Indyke and Richard D. Kahn are Co-Executors and which is the sole member of the Company; WHEREAS, Article V of the Articles of Organization provides that the Company shall be manager- managed. NOW, THEREFORE, BE IT: RESOLVED, chat Omen K. Wylie and Richard D. Kahn be, and each of them hereby is, appointed as Managet of the Company; and be it bar,MBITY TO CONDUCT r USINESS. MAINTAIN R.R.C.CtRDS.ETC RESOLVED, that the Managers of the Company be, and they hereby are, authotized and directed, in the name and on behalf of the Company, to make, execute and file any application as may be required 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 Company proposes to do in any of such jurisdictions and designating an agent of the Company that may be served with process therein, as may be required by the laws of any of such jurisdictions, with such changes therein as the Manager executing the same shall in such Manager's absolute and sole discretion approve, the execution thereof by said Manager to be conclusive evidence of such approval; and be it further RESOLVED, that the Managers of die Company be, and they hereby ace, 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 Company, and to pay all expenses and to snake full reimbursements fur all expenditures made in connection with the Company; and he it further AUTHORIZATION OF BANKACCOUNT(SI RESOLVED, that the Managers of the Company, acting together, are, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, co make, execute, and file any paperwork as may be required by any banking institution with which the Company aurently 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 Managets deem necessary. All drafts, checks, and notes of the Company payable on said accounts shall be made in the name of the Company, and signed by any one or more of the Managers of the Company. Any form of resolution required by any bank or financial institution with which the Company does business in accordance with this Resolution and which is within the scope of the matters addressed or authority CONFIDENTIAL SDNY_GM_00013472 CONFIDENTIAL FirstBankPR000635 EFTA_00I 24115 EFTA01269319 Great Sr. Jim, LLC Written Consent of the Sole Member Page 2 granted in this Resolution shall be deemed to have been approved by the Managers as if set forth in full herein. The Managers of the Company shall attach a copy of any such bank resolution to this consent; and be it further WESEALLEALEICATISSYANDALTILIQR17 .. .ATIQN RESOLVED, that in addition to and without limiting the foregoing, the Managers of the Company be, and each of them hereby is, in the name and on behalf of the Company, 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 Manager may deem necessary or appropriate in order to effecr the purpose and to carry out the intern of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the atse may hey, and any and all actions heretofore taken by the Managers, the employees, the agents, or the sole member of the Company 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 acr and deed of the Company. The actions taken by this Consent shall have the same force and effect as if taken at a meeting of the members of the Company duly called and constituted in accordance with the laws of the Territory of the U.S. Virgin Islands. **Li *4 Mc** IN WITNESS WHEREOF, the undersigned has executed this Consent for the purpose of giving the consent thereto and approval thereof in accordance with the laws of the Territory of the U.S. Virgin Islands and in respect of the Company as of the date first set forth above. ESTATE OF JEFFREY E. EPSTEIN By: Darren K. Indyke, Co-Executor ks24.1,42_ -and- 7 ) IV it 'n) , By: ( Richaidt. Kahn, Co-Executor CONFIDENTIAL SDNY_GM_000 13473 CONFIDENTIAL FirstBankPR000636 EFTA_BOUNl 16 EFTA01269320 Business Entity No. 585782 Government of The United States Virgin Islands -0- Office of the Lieutenant Governor Division of Corporations & Trademarks CERTIFICATE OF GOOD STANDING To Whom These Presents Shall Come: I, the undersigned Lieutenant Governor the United States Virgin Islands, do hereby certify that GREAT ST. JIM, LLC 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 Limited Liability Company Entity Status: Active/In Good Standing Registration Date: 10/26/2015 Jurisdiction: United States Virgin Islands, United States CONFIDENTIAL Witness my hand and the seal of the Government of the United States Virgin Islands, on this 18th day of October, 2019. • A -kJ • es Tregenza A. Roach Lieutenant Governor United States Virgin Islands C 0 Nfribt NTIAL SONY_GM_00013474 FirstBankPR000637 ETTA_001 24 II 7 EFTA01269321