EFTA01269354

Command ---> RMCS Action I CYPRESS, INC CUSTOMER REMARKS 66-0776879 Remarks Add Employee Add Date Expiration Employee Expiration Date CERTIFICACION BENEFICIAL OWNER RECIBIDO DE LA CUENTA7211096816 00253 02/26/2019 00/00/0000 04/02/19 10:20:09 Cust Init? N PF2-Bkwd 2F6-CustRel PF9- SesSetUp PF13-RemFwd PF15-Cust PF20-CustName PF5-AcctRel PF8-CustAddr PF11-CustSvc PF14-RemBkwd PF19-Top PF21-LstMaint RMPCC8S1 RM3004 I: LAST PAGE LAST CONFIDENTIAL CONFIDENTIAL FMBankPRO00707 SONY_GM_0003544 EFTA 00124187 EFTA01269354 CERTIFICATION OF BENEFICIAL OWNER(S) The 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 1020230). Aceelant Person opening en account on behalf of a legal entity must provide the following InfOrmationt 7211096616 1. First Name and tado of Natural Person Opening Mcourd JEFFREY 4 Name and type of LagS Entity for Which if.. Aecownt Is Being Opened CYPRESS, INC. 4a. Legal Entity Address 40. city 4o. State 4d. ZIPIPostal Coda 6100 Red Hook Ouster B3 St. Thomas USVI 00802 2. Last Name EPSTEIN Middle Neal E SECTION I fro add /41000nelhxhiduals, seepage 3) Mate (=vide the fokronno information 'or an indMdual(s). If any. who, directly or indlrOctty, through any contract arrangement underStaiding. rellestriship. or otheruiso own fl or MIND of the equity Interests of the logal entity kited above. Check has K if no Individual meets this definition and conplists Section IL 5. First Mane Jeffrey IL Last Name 7. Mi. 1 S. Date of Birth Epstein E S. Address 6100 Red Hook Quarter 83 10. City St Thomas 11. Stine USVI 12. ZIP/Postal Code 00802 13. Country 1 14 . SSN (us Pmenvuon-o 2 Pearno USA 15. Identification Number MK Passport Neintercreter shake rewerctron Anted lie. State of Issuance: USA 150. Cou o nuance: USA 18 Ownership % 100 fgar to Mau of • pimp,'" reurar. NNW& Persons may also prone* a Sect Socunty rarest an enSn icienotcabon cam nuniton anent*, and 'reunify lean* darn' ether government-Issued clescumfl evidencing nancnaet y w teexlence and beefing a pnolopespe or the eloper, SECTION II Please provide the folloWng infaimatays for an nthidual with simile:ant rentichisibilitv for managing or directng the entity. including, en executhre officer or senior manager (e.g., Chief Exeadiyo Officer, Chief Financial Officer. Chief Operating (ricer. Managing winter. Genital Partner. President Vice President. Treasured: or Any other individual who regulany performs senior functions. 17. Fret None Jeffrey 18. Last Name 119. E Oa L I sit Epstetn 21. Address 6100 Red Hook Ouster B3 22. City 23. Stage St Thomas USVI 24, EP/Postal Code 00802 25. County USA 26. ESN Sig (US.PeeseneltlenitS Ann) 27. Identification Mal,Pesapartearnarrordharardir 275. State of Issuance: USA 270. Country of Issuance: USA lig= a Sou as passport mantel hon.0 s. Persons may also pan* a Sone Security Number, an Wien iclortalcatisn cod number. or number and coney of issuance of any Olney govenvneneiesued nommen: erten:Mg nacionaly r rend nee one tearing • prefic(flph a renew santeueed. 1, JEFFREY TTSTELS (name °hymn information pro in is true financial l don twin aceetud). hereby certify, to the best of my knowledge, that the erred. If am of the atm e mentioned information changes I agree to provide the such changn. Dote: coa. Lk Lactic OeXDOEYITI)—• Past its CONFIDENTIAL FirstBankPR000708 SDNY_GM_00013545 CONFIDENTIAL EFTA_00124188 EFTA01269355 1 First Bank . , Name and Address M Intenance Form (RM) Branch: Waterfront-Platinum Banking Customer Name: Cypress Inc Maintenance to: K TBA el All Records O The Customer Relationship O The Following Accounts: 2/26/2019 0 Credit Card Account Number: Entered by: Account: Account Account Account Account Account Account. Account Account _ Instructions: P ease complacalytheiseaon where the intuntenanCeignterRIG • NAMERLIGIAL TITLE MAINTENANCE Actual Name: Jeffrey E Epstesn New Name: New Legal Title: BENEFICIARY OWNER RELATION cassava PERCENTAGE OF OWNENSIIIBOINFIP SCREEN Authorized Signer who is a Beneficial Owner Authorized Signs who d a Beneficial Owner and has significant response:Ay Indanduel '*O is a Beneficial Owner Individual who is a Beneficial Owner and has signtant responsibility Authorized Signer with &railcard rostcnsibility for managing tho logal entity (Control Prong) Indvioual who has significant responsibility for managing the legal entity (Control Prong) 0 •A-B ACB s' K n BEE % K - OCT % on AC ❑n CRL • Addresst: Address?: Cllr State: Zip Code: Nome Phone: Work Phone: Extension: Alt Phone Cellular Alternate Phone: Type: Phone: 0 Do Not Call E-mail Address: 0 Do Not Email JWORESSrTELEPHITHEIINIITENANCE Also Residential Address? 0 Yes K N o rAMAINIErPRomLE Citizen: Social Security: Bath Date: Primal), ID: ID Number. Gender Secondary ID: ID Number: OfflEmployee: Employer: Employee Since: Address: City: _ Slate: Zip Code: _ Employer Phone: Annual Gross: Employment Statue: NAICS CODE (if k NNW-0143O6ln signawro lC A -- Customer Siganure CONFIDENTIAL rlrM6ankPR0007o9 SONY_GM_00013546 CONFIDENTIAL EFI'A_0012.4189 EFTA01269356 Account Type: — Account Number: Sign. Req. Date: eszt-tx-cuve.Axs 4 c-Karbiss 1 1 5In1Q Address: 3 Tel: clan 4reca 4::&L.,tectitA%-3 ,Onsmao U.. 0013Z. Name: Cypress, Inc. : Name: Darren Indyke t 1 .)a-AiLZ.A SSN: ID No Name: S : ID TYPe: No: Name: SSW: ID Type: No: Prepared banaksher....-45— Authorized by I/We mon MICh0.4Cdtt bran MeiVed ths Ppm: Account Astwereet, the Ma Bauccp Informatla, shas awl Princy Pcfecy. and the product rats ad An Account Type: Account N r: Sign. Req. H A l). treiW eilg: :ty s.,tbaco,.„,,,,,,,s. sim ...,....., ,g1.07220a Name: Cypress, Inc. E1N Name: y Epstein SSN ID Type: Name: SSN: ID Type: No: Name: SSN: ID Type: No: li Me bertby acbtoCraige hmnit =at th. Deposzt Acme& Ara'. Um rug Brag imfamth,y. shant4u4 Firm" Pdxy. Awl the prated am and fax prepared br„....kmujallia k.asc.),A Authorized baluz sr :‘ CONFIDENTIAL FirstBankPR000710 SD NY_GM_000135.47 CONFIDENTIAL EFTA_00124190 EFTA01269357 1 First Bank "11 Customer Due Chrigence for Business - Entities Existing nt Number Business or Enufy name: -Cypiwarlee. I —BAName (if ape G li4 -- Employer Ichwinficatlen or Socaai Security Number 66-0776879 Soda Seerrity Number (8 applicable): Physical Address: Red Hook Quarter 83 St. 'thorns V! 00802 Mating Address: 6100 Red Hook Quarter 83 St. Thorned. USVI 00$02 amines, Phone. 340.775-2525 Far. Email: Type of Business Hold no Con m. Not dal® Sue. NAICS: 561110 Annual Sales: rI Date Established: 11/22/2011 Number ot Employees: 0 Webs. of Offical: 1 O DBA 0 Cormation O *soca COrlmslemn O Padres)* Type of entity O Oeuvre:sent Agency O llne1COnorated Assodaton or Only O United USA' Catcall' O Cite O Certificate of Deposit Ei CISettkina O Saving O Loan 00ther, specify O Pero, 51 Cy:atone altust O Pubic Funds OATM Macnine scow O Tramper Fifth toady Trines:den Pa Tnnsad Ions O 1 -10 El 11.20 O 21 Orman. Total Amount O si -{6900 O $5.001 • $25,000 0 525.0010 more. I nano:action Tv* O Cesh O Payroll ®account Twisters El ACH 0 Electonic Tire*. O Other: 0 Made O POS _ Transactions Toad Mown O 1 .10 E l 11 -20 O 21 Or mere. O i1 •36900 O ss4oi -320.000 0 515.C.51 amore. O Cosh O Petree 181 AccowitTnInnis E1 ACH EI Oack. K POS O Becket Twisters O Other: Trsnsacaon nen CI Inlemstkmal Tiansactkas -Mrs Transfers ("\\(:\--.. O IlICOding Tanners O Outaoino Transkei O Oaely O MOP O WOW O Nay O Weeny O Monthly. Transactions 0 7.10 0 11 -20 O 21 • 50 O 51 or ma Tiantactioas 0 1.10 O 11-20 O 21 -50 O 51 or moms. Toni AMOINII 0 it . same O saw _sant* O wpm o mem Total Amount 0 Ss • mow O $23,001 - ICC.= 0000.0010 ea Countries I - Countries ilea' Depot." and Oi:gmn ol F;jc, is VOW Devoe& 91.300.00._ Orkpla °firms: che& Sae inn' depose 4 greeter Man 5500.000. indicathe source of mien, re elpc.sAticpbciri • all NM )•• SO a\ e3 cr. c(sa beca'Athe cart esti if 96 at Mktg (Ws =San • me10 *smolt bi one li e Ci.9" foci CneoUa• Gotincil Fon or &Ott Conte., as bir Rom . Has snow .7. E. 0d " yet VW a.thrZea, fan b 5034rolinet Doctezred.S.SA phtstn *snot A. Is the NAICS seloaml mgr roil B. Does en Wens:se have a prime ATM maim on see/ C. la the Manna a romvon organization? D. Is the buttress a Mittel eareMitbbe or 0413.0aliOn? E Is the business misted ban once cis/mar tlemErnmed? Ind ate t" type a folittOMMID in k l iaris t cie ed .ress esPvtan relittO to lerret V r y F Name of the Representative who attended your call: Resew,* to Employer Identification or Social Security: Year:_ Response on Industry Behavior: P Account Openi I it 0d 1 Approved ____9 44.0ca_ _aQiiv e /7 I/ ;g ar c°^flenee, d seelicelile: i—d•Pritkia.c.lcusackt tfl03-1107,1111 la- CONFIDENTI8L R00071, SO NY_GM_00013548 CONFIDENTIAL EFTA_00124191 EFTA01269358 Bank Customer Due Diligence Business Accounts virgin Islands Account Title (*Depositor): CYPRESS. INC Account Number: S.S ;TIR'El Physical Address: RED HOOK OTR B3 Mailing Address: 6100 RED HOCK OTR 83 ST THOMAS. VI 00802-0000 ST THOMAS. VI 00802-0000 Business Telephone I MOOT/75-2525 Business It I ImemetrYiebsne Address: Line cf Busiress: Office Administrative Se NAICS Code: 581110 Date Establiehted: 11122/2011 Annual Sags: $0.00 NM% of Offices/Brandies: 1 NOr. of Employees: 1 ritgroggwastmo Own O Lease MijitingekO Advertisement OCurrentalont 00ther Contact Person Nan» $ Tide - Contact Pew= TSeDtone 2 Account T • O Sore Proprietorship O Partnership O COrporadon ONon-PnAt O LLP DLit M Other COM 7 Cernmereili Cycling p Cameras 08* Checkim • Gmern-ront Chmidna O Cammerrat Checking 1CLTA O Arwood 00 DI Arranged OD Offtivore (Bali O Anange0 CO DIM CI Government Slammed SV O Corr:neva Statement Sy 8 Cara DIM Statement SV Correnercial /Aaximarer SV O Correneroal 084 &tamer SV Commercial Peitsbook Sayings Government Passbook Saito Cantors CI Deposit O DON': COMMERCIAL CHECK . anal, .n 1. each aulh . • Authorized Shiner Name: JEFFREY EPSTEIN OM laratibilMbli Physical (Home) Address: LITTLE ST JAMES ISLAN7) Occupation. FINANCIAL CONSULTANT Personal Malting Address: 8100 RED HOOK OTRS STE 83 ST THOMAS. VI 00802.0000 ST THOMAS. VI 00802-1348 8odYjBC Dates • Placoo t girth: US I Citizen of: . ; Business Tarawa, . I (34017752523 v motels number: Email brine& JEBREMeSATTOL , pnolo i PASS' td . Wen cols [L] '' ...',...L._.1.::: :1 - . expilia In YES OFAC/PLC — O fatilININSIMINIMM O YesO NO. explain why: O WOW #409014,94C/Me 4. Account A roomer:I Acce •lance and Tax a i The Deporteor hereby tarries that Firsalank has teen designated ass depossory of the capon°. and Mat It KS! reviewed lee iriormedon cotaladnetl in vas Client Wormed Sheet (XYC) arc finds ri accurate on tris am. The Depositor has rented and saes to the Teems and Fanwoerle for Ccrenerdal Accoses and Rates and Fires Schedule arrettry in tact and as clam be amended for me mite of a nt and senates it has selected. UMW Wane* of Wier. !he Depositor relines that (1) The runter slow on role torn, is Me correct tax klerifiecaton nuaber and (2) mat are Depowtoo is not sidereal° timbre Menrcldre eter braes: (Mitres not been meal by IN Inicimil Revenue SINGS (iRS) that It a *Asti to withodwg marmot of failure to report all rderest cc dMdentle. or fral dud Me IRS has nailed me Depositor that it h no angel' yoga to backup winhodirg rat it Is Barnet from backup Artnelarg. (3) Its Delscalti d a U.S emity. (Goa Out subpart Val if it is not true. N Statement 3 is not true. cross out and complete an apprepliste Rem V&S) The Internal Revenue Service does not require your consent to any provision of this document other than the Certification required to avoid I backup withholding. Date n 5. Initial De Sit •unt $1.000.00 T• CHECKS rinenLyie • toorei • :: • • Do tau ifir!ill to C÷,-.Sit .M01; ,fi with *woo i ic hadomdialigla O yes O Nis Do yeti Provide coeticc-seang or wcirter ..-t- rikts't O Yes O No Credits: No. of Tninsactione: O 0.10 O 11 .20 O 21 .50 O Other. 0 - 5 TotalMOUS (sy O $0. 55.000 O $5.001- $15)306 O 5150x1-$50.000 O Other: 30 - 51000 Type: O Oath O More O PcomegToresere O waTmain O POS O PM'S O UMW Deposit O &eager. Cnecksmoney Orders O A04 O Mier CASH Debits: No. of Transeellons: O 0 - 10 O 11 - 20 O 21 - 50 O Other: 0 - 5 Take AMMO (U CI $0 - 25.000 O $5.001 - 315.000 O 516.001-U0.000 O °thee 30- $1000 Type: O oath O Oaths O Assam Transfers O Vats Transfers O PCS Current O O Otos Moths O marethee O Yee O No Acton, clecks:Mceity Criers D kcn O per CASH Gwent O Yea O No Ace:until Aoactert PS: Arscral Mt Fraredli tit I, %nand." inseam ..,„.m,........,............... ...:. WVE I nate. CONFIDENTIAL A rstBankPR00071 SD NY_SM_000 13549 CONFIDENTIAL EFTA 00124192 EFTA01269359 ip:e•TMIIMTTleTribTrrn't • ' • rizrjrinerun rn, • DARREN INDYKF CccuoaLon Personal i Cc ATTORNEY Mailing Morass: Sint nor.) CP CHEM I to. Authorized Signor N3M, Physical (Home) Address - _ Sacial Dated Earle Co of 02/01,1986 1 Etter . • #0)$$43 1 f, . . , " — ' oto Itientacnor DRIVER'S LICENSE f O yes OFAC/PLC O CHEXSYSTEMS . explain iiiettai000/10 Sal t7 O INglitittilSailiala O YesO No. explain why: Alliali* Authorized Signer Name: ftdiiiiiigali Ftrniest (Home) Address: Occupation: Personal Mating Address: &Mal Secure/ Nutter Dale of BM Place of Bret: I Ciao** 1 Hama Tel/4%cm auntie: guineas TaliOnne Neer Mottle Number: Ernaii Ad ette Ahab Identilemen Type a Karma: icenefeetion Einmon On: O OFAC/PLC CHEXSYSTEMS lla a . ca O illinitaillill O YoiO Noommin »tor MOM Authorized Signer Name: tebetilP)Plet Physical (Some) Andreae: Occupation: Personal Mailing Address: Social Sanity Iambic Date d'art Pace xi Birth' DATZSOD Yerne Tempera Karam: Dueness Talept•ene tarter ' Motile Hunter Email Afte14: Plate Ylentilkailion Type & Innen lartexelOn Expireeen On: O OFACrPtC O CHEXSYSTEMS 0040140ittilif/ . walla wtttiMillit O 0niall0gkitilaiiiiit O Yes O No, explain why: NOME] Authorized Signor Name: reigNinifil--- Ptysical (I lone) Maass: Occupation: Personal Mating &Wren: Soca( Securtly Nine 1 Dena Bin: PM« or Baer More Telerrone Hinter. Wenn Telepe0ne Near Noble Number. Email Addixer Illlallfilillill FIC40 :isentifteatee Type 4 write, Itleraetai Exreaton Datac O OFACTLC 0 criersystEms . caplet ..ii IMIIIIMIIIIIIII — titiall O 04/kragnirekr~ D Yoe O No, explain why: Rekkapat. Caro Una i—i mon:rani a Gee: Case Ovardrett O Lite of Croft Sweets e-FestBank (Internet) First Fax Payrea Can Marattpeneet *et Depositcry Other Inflamer. eteneeement Rtning Date: NAT= We IN ielletterlettele CONFIDENTIAL FirstBankPR000713 SONY_GM_00013550 CONFIDENTIAL EFTA_00124193 EFTA01269360 Fan, WS Olow..Deorabrat 9 Osollumloltalmon oseeltosionante Request for Taxpayer I Identification Number and Congeal:Ion Cite Farm 10 the P011uIrsaltr to not Ned tine:RS • .., e S i e i 1 I mom a Hat tsecann toorcontotas Mat eV") i—e s AG si tins atosettneotUanwee. V Spat Oar 'Owe cm. crowns. tor toe intqflai deabrat O I•OTlaWaelt panes, O C J.Ignako 2] 0 CorgaSbn O PwwoonNp O liaW•ato• O la Tonto", t i d MOP, OCOrpialf • f cm nee isio-uollas 100 wpm/kn.8-S ostatssan a -, .... .—......--.. CI Cow pee tanacasat a O Ibuong p.m, prow, ons.r Wept nal no Rid Hook Quint( 8$ Peovnue, nom in0 SW' a $ *Win) m O 100 lt. eats at zo th St Monet USW WW2 unman neon hew ItCoati Eats yaw TN bran aproTalo boa TMTIN m .4 dw nett to own tastnal tlM VIM-0" lW 10 liwkl bathe eta**. Fa ' ,tate to ~IOW flea% rakent4f (MN Massoev.10- a made" dend• Poirelor. C, diov9grO•0 nwy. et re Pelf fraaacliono on PAP 3- Fo, °Its snit* II Sr°, MN:1°y°- itton6fia0Dri runt," (En youdonx long ranter. to Moo :opt ?Ps co papa 3. Mn. It las oc0Oontion may ten as nirne. zoo to Tot on gielr4 b guklolnas04 Mot roster to War. 1 T-1- r ole ounner Certincafaon Unto. motto al pain, I tent thot. 1. 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Purpose of Form AWN. Wks Is **OH lo lb an information main wt [M IRS nut cart your catoct Lopata Cat rooter SOO to MOO; la Unit tear* OS IC KU. In totals ItIntetteca. mat s 4negittS Wont mats. a oterekerrant st wand PoPota oattlaSt 01 eat or coeufione yaw node toton IM Uri Fenn W-O only! you woo Lit pavan %Oat s matt oixt% Xrprotteyouroonal TN w tat pent noquesdnOtt Ono nquoteded, wan iiggaboACc t.C.l ts1M yaw ore dreg b overect Sanyo tondo; lee a rater tO be Issux0. 2. Cent tea soon. rot *Mitt to batty wittnolate. 3. gaol tonaton Pornoectoas aithltoltng ii a, am 0 tit watt! W OO- 'Iapoicsto. you ere at tetra; tot on UAL pawn. loto allocable :4,0'4 dsoy Pa-04Mb mooma awn • UAW, or tuolmas b not out= lore ...tacit* lax on Ionlpn prima? 'bre of ettothroSi connected I/S0/12. Nolo A a otasoldas pass you•lOnn cite Itoweitt we to roast your TN. yo.• mot La The nipleslier's tem MIS sutelsnellly draw bleb Pam W-t OoloOkar et a tit person. For *deft lax ptrposol, you Si Coolidand • U.S. groan II )04 • An Inoteldial who to a UA citizen et U.S mods! • A porloontio ccoposbora company. a associate c:ereet vomit.] it to to Ned Etats a uro* the lass of IT Unleal • TOMO. My Than • loxfir 1414bel. C. • Adage/41e WEI {at &Mel k Ragullbrats so:14%301.7701.71. 500eloi mksfor pailionNpo. PlithlOrtips Mal teninl s Ind** tarot tt to witddStats• Si gaudy {puree to pets warred ot tax on any toast wrest sioto Mixon& from soli osottait. Krilw, rcoda, Cues wham a Form W. No not boon omit z tootootaa to ital. keel to moan* tot a palms it • taco prawn. rd oaf to a tholdto taa Trettiat Nyco eta • US. pieta tea mtgs pewit* conatiArq s rods Cr Lammas r tollnlaci Stain pan* Form thostnintilp JO eouttt your 1.3. Moon and awl* withholding matt ern ta' Wort* nor. Ott No. sto•x Ate.W40,v earl lr SD NY_GM_00013551 CONFIDENTIAL CONFIDENTIAL FirstBankPR000714 EFTA_00124194 EFTA01269361 ca /Its riSPAR75(ENT 07 she CINCINNATI OH 15999-0023 CYPRESS I.VC 9100 NAVINSIGiir 15 16 ST DONS, VI 00802 Otto of this notice: 12-15-2021 /fiction leaser: Pon: SS-I ameba of this notice: CP 515 A For salstantt you way all us at: 1.800-829-4973 IF ICC 'ern. ATTACH TRE SIM AT THE END OP THIS ItrICE. NE ASSISPEO YOU AN ENFPOYER IDBAT/FICATICit Nag= grall f r applying fo an rinploya Identification Ababa (MIN). assigned you if This ESN will r 1*1- 'city you, your bat:Leta accounts. lax returns. and mo you have no eiploytes. Please keep Chia notice in your permanent ns. When filing tax donseents, percents, and related correspondence, it is very inportant that you use your ED, and carpleto rune 10d &area exactly as secant above. Any variation. say cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned rocre tan one SIN. If the information is not correct as shown above, please nan i he correction us ing the attached tear off stub end rerun it to no. Based on the information received free you or your representative, you rust file the following form(s) by the &n(si Yawn. Vona 1120 01/15/2012 if you have Notations about the tents) or the due dents) those, you can ca21 us at the phone meter or write to us at the addrees sista a the top of this entice. If you nerd help Ln deter:anima your artroal rerunning period (tax year. sea Palloatan 530. PotoOnerrsa Periods and MOWS. We ageigned YOu a tax clatification based on intonation obtained from you or your representative. It is note legal determination of vac tax clateifIcation, and is not binding on the uts. It you went a legal detartUnstion of your tax classification. you may request a private letter baling from the IRS under the guidelines in Ravenna Procedure 2004-1, 2004.1 I.R.B. 1 (or apereeding ROV50120 Precedent for the year at )say). Note: Certain tax classification elections can be requested by filing Dorn 8832, Entity Classification Election. See Porn 5832 and its instructions for additional Information. INPORIANT Vin51141TION MR 5 COLPORATICOI FIZETICN: It you intend to elect to file your return as a anal twiner corporation. en election to file a Porn 1120-S Rust be Nat within certain timers:no laid the corporation mast net certain tetti• Ail of this infornetien is included in the instructions for Porn 2553, Election by a Smell matinees COSPOrni012. CONFIDENTIAL FirstBankPRO00715 SDNY_GM_000 13552 EFTA_00124195 CONFIDENTIAL EFTA01269362 Business Verification Results em Page 1 of 2 RESULTS SUMMARY OFAC CHECK: PASSED IDV RESPONSE: OVERRIDE EIN: FAI Input Elaill.M NAME MATCH: PASSED Input Name: Cypress, Inc ADDRESS MATCH: FAILED Input Address: Red Hook Quarter b3 St Thomas VI 00802 Dif. Info: 9100 HAVENSIGHT SAINT THOMAS UNIT ST THOMAS VI 00802 Dd. Info: 9100 HAVENSIGHT PORT OF SALE ST THOMAS VI 00802 DN. Info: PO BOX 6347 ST THOMAS VI 00804 Alternative verifications PHONE MATCH: Input Phone: No verification data given Additional Actions taken: • Note - Please confirm the BIN. Override Comments: On 05/07/12 at 03:12:22 Madelin Colon Added: Cleared - Other (type in reasoniClient has provided the 554 dated 12/15/2011 and the Articles of Incorporation. Client previosu address was verified and the address previously used was the location before relocating to Red Hook. Account Status: OPENED EtiattkOieste - IMPORTANT INFORMATION FOR CONSUMER REPORT & IDENTITY VERIFICATION SERVICES the iternisterfbusifiess oats is being furnished Li conceition with a transaction insisted by the catitUITS, end I a N eta:edam CV, htips://production.penleyinc.corn/penky/secureNBERepottDetaiLdo?rnode-print&oicl-107... 5/7/2012 CONFIDENTIAL FirstBankPRO00716 SDNY_GM_00013553 CONFIDENTIAL EFTA_00124196 EFTA01269363 Business Verification Results Page 2 oft In h the mitten instruttians Of the annum; to whom the Information routes as provided for under the federal Fair Omit B000rrino Aor (F The) the Grimm Leech Finley ha (GLBA); or IS wing use, In connectron with account review as provided for under the KRA. date contrined In this report may be Vested or printed For no other purpose. ite0fIlletiCC returned In Consumer Report tentless may not be viewed or printed in rt.:menet:41 with making a pre -approved Arm ofkr of Credit (prescreen). https://procluction.penleyinc.conilnenley/secureNBEReportDetaiLdo?mode—printatoid=107... 517/2012 SDNY_GM_00013554 L CONFIDENTIA FirstBankPR000717 EFTA_00I 24197 CONFIDENTIAL EFTA01269364 QualiFile (NAC) Page 1 of 1 IMPORTANT INFORMATION FOR CONSUMER REPORT & IDENTITY VERIFICATION SERVICES this ccestrimeribus mess data is being furnished in co nnettron with a trtmaiactbn Initiated by the consume. and / or In accordance with Me 'tam inAnrct ohs of the tOnsumer, to edam the Information /elates as pOvided for under' the federal Fat Credrt Reposing Act (FCRA) a the Gramm Wadi &Rey Act (GUM); or b being used a1 connettion with account review as provided for under the sou The data contested In this rt0est may be mimed or fl ed (of Another path011e.InformalSon returned in Consume, AMOR swami may not be viewed or printed In 00nnedion with making a pre-approvoc Arm offer of credit (Prescririen). Business Information Response Business Information (As Entered) Cypriot* Inc Fed Tax Red Nook Quarter bl St Thomas. VI 00102 Non FCRA Identification Intommbon Federal Tax Id & Business Name Match No Cheaysterme MOM No Closures Found No Purchased Debt Found No Previous Inquiries Found Inquiry ID MISS0MS Referents Detail Transaction Tracking ID: Print This - rekse I3M421517973:2163 VAAP30iP Zt hnps://production.penkyine.corn/penIcy/securefehesSysternsBusinessReportdo?ftwaype... 5/7/2012 SONY_GM_000 13555 CONFIDENTIAL FostBankPR000718 EFTA_00124198 EFTA01269365 1 First Bank Exlain• Ac Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts ACCOUM Number which IS attaChed to the Signer Hams: Caner L Last Name: Ladyke Date of Birth:a__ Place of Sinn: NY Otiameedp: YSA Olwalnai a•lanms: Piece of Emptownent Deem K MOW IN-LC Occupation: mama, Work Phone: 646.32-4817 Email Relation Account Tide: SeelaM m type 1st DL 2nd Nome Phone: Wand McNees: Same Recurrent Source. O °MI Baines El New O GeNIMment K 01Per.spedfr . Social Secuttlb: Other Annual Income O SO :I 450 001 O ;wool - siso.00k_IMAgeno ovo?nr 50,000 3 Client Classification • "Pe sae 'c fit bA en:ID VD. Icksav brestau, Ole /dna te cad/NW age ffse ecd Sateresfol ante*/ as abash hetstkmatetze • C4frod/4449nce FU Irtividars a Eton Coma:Woes NO Risk • I bi must, Ca" Ow memineof fun be Cancifete CecetrekeS4DnicA a repaid A tndlistee wheeler the Beata a nonresident ,ken' (MAIDS M0C000) K I B Indicate %Mete the owe Is a maiden Mon: MAKS W0C003) 0 0, C 'adore Ablate no dem a fast.° to an cf'ccr 013 fOtailn pawn/now aM dcoanent the tree NAICS tua(003: relebonsho 0 Yea No Name of the Rsprtsontabve who attended your Ca: RespOns• 1O Social Stcunly: Year WON Response on Industry Behavior: Response on ID: 5 Account Opening AL:thew-anon nniS4XSi CONFIDENTIAL SDNY_GM_000 13556 L CONFIDENTIA ArstBankpRo.0719 EFTA_00124199 EFTA01269366 Physical Mimes: Utta Sant Jane- Wald ! SI. Thanes. VI 00802 a Thaws VI 00002 1 First Sat Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts I Atmount Num to the Signer Ode 01 Pinot thee NY Nate: Mal: Lam Name: 'BUM a"ls"o Citizenship: US Nan. Parr Othen Kiang Address: 6100 Ned Heat Quatteni 03 Man a EmOklanent &andel Trust Gnaw employees* Addis' , Occupation: Financial Consulate Work Phone: 3C-775-Z525 Relation Account Tine presider* ID Type 1st Pestron Ind Dryers License Recurrent Source: Annual Income: 6100 Red Hook Charier* in St Thomas. VI 00602 • Oml Business O SO Ol - ss000l Num Cowan Expiration NINIVOATIN USVI o pont K OosemrosM 0 Omer, inalry: O Roan. siso.000 1:1 mum E1 as 12504co Client Classification • Pet ewa•c)esba bm,C May febeitypantani ff. dentatscootaredhpb et Ord &Swabs, weed es echo& iteleOvedspec. Csecnst-Guaree kr Motels Watt* Consoereces ' Ra • effsenteerto C4 tea ?so acntettneso, D's Canalise aforrairSBSA Wise Is reCtired A. Indsate whether the client e a nOirescient ellen (MACS 0100000) B Indeste nblitIor the Mentos fesSent allow. (RAIDS 1200500) C vacate whotner et dors is 'tinted *.s an *Mae of a fareir gvversfro^t ant doe in's-, tyso Oe atfs^s5Ip: '5/CGSI/SO.:flit/ 4 Venficalfon 51 Yes No O CB O 0 El 0 tem- for use only a. Coming., P,an if ClIEXSYSTEM was called Marne of the RergeranUtivro was attended your calk. Resnais@ to Social Security: Year. State: Response on industry Behavior: Response on ID: 5 Account Opening Authorization other: madAtrd , comrnenb.lcappliesba lus."-ra*ddLbe&ewatc. Nesse CONFIDENTIAL SCINY_GM_000 13557 CONFIDENTIAL FirstBankPRO00720 EFTA_00124200 EFTA01269367 Corp No. 581974 00VINSENNINT OF THE VIRGIN Street OF THE UNITED STATES — 0 — CHARLOTTE ANIALIE, ST. THOMAS, VI 00002 IIs Sil to libels Slim Sirevotis Mall £amt: 1. the andersigned, LIF.UTF:NANT GOVERNOR. DO hereby certifies that CYPRISS, INC. Ruaiotas Corporation of the Virgin islands filed in my office on November 12, 2011 as provided for by law. Ankles of Incorporation. duly acknowledged. WHEREEORE the persons mimed in said Articlav and who have signed the same, and their StiCetsSOn, are hereby declared to he front the kne aforesaid, a Business Corporation by the name and for the Imposes vet forth in said Ankles, with the right of succession as therein stated. Witness my hand and the seal of the Govemmern of the Vincin Islands of the United States, at Charlotte Amalie, St. Thomas:this 27th day of December, 2011. Y R. FRANCIS Lieutenant (Moan of the Virgin Islands CONFIDENTIAL L CONFIDENTIA ArstBankPRO00721 SDNY_GM_00013558 EFTA_00 124201 EFTA01269368 tThDAVIT RE NOT DOING BUSIITha I, Darren Indyke, being of lawful age and after having been duly sworn, state that: 1. I am, and have been from the date of the filing of the Articles of Incorporation, a copy of which is attached hereto, the Secretary of Cypress, Inc. ("the Company"). 2. I hereby confirm that the Company never did any business of any kind from the date of the filing of the Articles of Incorporation through the date of this statement and further state that the Company has no intention of doing any business in the foreseeable future. 3. I hereby further confirm that the Company was formed solely for the purpose of holding certain real estate, and it is not intended to be used for any type of business. 4. I hereby further confirm that the Company will not do any business of any kind prior to applying for and obtaining a United States Virgin Islands Business License, a copy of which will be delivered to the Bank. 5. The Company requires a bank account for the purpose of corporate expenses. , 6. I have personal knowledge of the fa is herein stated. r Darren Indyke IN WITNESS WHEREOF the parties have signed and sealed this agreement this le day of April, 2012 SUBSCRIBED AND SWORN to me this day of /9 2012 No ry Public HARRY I. FELLER Notary Public. Selo of New York ..No. 019 (4953924 outr..taci Top IC •4 COWL Commission EXPO'S Fit 7. 20Cr CONFIDENTIAL FirstBankPRO00722 SDNY_GM_00013559 CONFIDENTIAL EFTA 00124202 EFTA01269369 ARTICLES OF INCORPORATION OF CYPRESS, INC. We, the undersigned, for the purposes of associating to establish a corporation fot the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the Virgin Islands of the United States (hereinafter called the "Virgin Islands"), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from time to time, do make ant/ file these Articles of Incorporation in writing and do certify: ARTICLE], The name of the Corporation (hereinafter referred to as the "Co:potation') is Cypress, Inc. ARTICLE U The principal office of the Corporation in the Virgin Islands $ located at 9100 Havensight, Pon of Sale, Suite 15-16, St. Thomas, U.S. Virgin. Islands, 00802 and the name of the resident agent of the Corporation is Kellahals Ferguson LI.P. whose mailing address is 9100 Havensight, Port of Sale, Suite 15.16, St Thomas, U.S. Virgin Islands 00802, and whose physical address 9100 Hannsight, Pon of Sale, Suite 15.16, St. Thomas, US. Virgin Islands. ARTICLELLI Without limiting in any manna the scope and generality of the allowable functions of the Corporation, it is hereby provided that the Corporation shall have the following purposes, objects and po;(ers;..: (1) To engage in any lawful business in the United States Virgin Islands. (2) To enter into and carry out any contacts for or in relation to the foregoing business with any person, firm, association, corporation. or government or governmental agency. (3) To conduct its business in the United States Virgin Islands and to have offices mann the' United States Virgin Islands. (4) To borrow or race money to any amount permitted by kw by the sale or issuance of obligations of any kind, to guarantee loans, other types of indebtedness and financing obligations, and to secure the foregoing by mortgages or other liens upon any and all of the property of every kind of the Corporation. (5) To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the OCCIClit of any of the powers herein set forth, either alone or in connection with other firms, individuals, associations or corporations it the Virgin Islands and elsewhere in the United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out of or connected with the said business, proposes, objects and powers of any part thereof not inconsistent with the laws of the Virgin Islands, and to exercise any and all powers now or hereafter conferred by law on business corporations whether expressly enumerated herein or not. The plainest*, objects and powers specified in this Article shall not be limited or restricted by reference to the rams of any other subdivision or of any other article of these Articles of Incorporation. CONFIDENTIAL FirstBankPR000723 SDNY_GM_00013560 CONFIDENTIAL EFTA_00 I 24203 EFTA01269370 ARTICLE IV The total number of shams of all classes of stock that the Corporation is authorized to issue is Ten Thousand (10,000) shares of common stock at $.01 par value; no preferred stock authorized. The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars ($IPCO' AUX:LE The names and places of residence of each of the persons forming the Corporation are as follows: NABIF Enka A. Keller:hats Ferguson Brett Gary The Corporation is to have perpetual existence. RESIDENCE ARTICLE VI ARTICLE VII For the marragetnem of the business and for the conduct of the affairs of the Corporation, andlii further creation, definition, limitation and regulation of the powers of the Corporation and of its direction and stockholders, it is further provided: (I) The number of directors of the Corporation shall be fixed by, or in the manner provided in, the by-laws, but in no case shall the number be fewer than three (3). The directors need not be stockholders. In furtherance and nor in limitation of the powers conferred by the laws of rse Virgin Islands, and subject at all tunes to the provisions thereof, the Board of Directors is expressly authorized and empowered: (a) To make, adopt and amend the by-laws of the Corporation, subject so the powers of the stockholders to alter, repeal or modify the by-laws adopted by the Board of Directors. To authorize and issue obligations of the Corporation, secured and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in its sole discretion may determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and liens upon any property of the Corporation, real or personal, including after acquired property. To determine whether any and, if any, what par of the net profits of the Corporation or of irs net assets in access of its capital shag be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof. (c) 2 SDNY_GM_00013561 CONFIDENTI AL CONFIDENTIAL FitStElankPR000724 EFTA_00 I 24204 EFTA01269371 r (d) To set apart a restive or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the business of the Corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the Corporation. To establish bonus, profit-sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the Cotporation, and to fix the amount of profits to be distributed or shared or contributed and the amounts of the Corporation's funds or otherwise to be devoted theteto, and to determine the persons to participate in any such plans and the amounts of their respective participations. (Q To issue or grant options for the purchase of shares of stock of the Corporation to officer and employees (including officers and employees who are also directors) of the Corporation and on such terms and conditions as the Board of Directors may from time to time determine- (e) To enter into contracts fox the management of the business of the Corporation for tams not exceeding five (5) years. To exercise all the powers of the Corporation, except such as are conferred by law, or by these Articles of Incorporation or by the by-laws of the Corporation upon the stockholders. . - • To issue such classes of stock and series within any class of stock with such value and voting powers and with such designations, preferences and relative, participating'opnond or other special tights, and qualifications, limitations or restrictions thereoc3n is stated in the resolution or resolutions providing for the issue of such stock adopted Ey the Board of Directors and duly filed with the office of the Lt. Governor of the Nrintin Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be amended from time to time- agnas Vu No stockholder shall sell, convey, assign or otherwise transfer any of his or her shares of stock without first offering the same to the Corporation at the lowest price at which the stockholder is willing to dispose of the same; and the Corporation shall have thirty (30) days within which to accept same; the Corporation shall notify the stockholder of its election in writing. If accepted by the Corporation, the stockholder shall promptly assign the shares of stock to the Corporation, and the Corporation shall promptly pay therefor. If the Corporation rejects the offer, then the stockholder shall offer the stock to the remaining stockholders under the same tams as offered to the Corporation; and the remaining stockholders shall have thirty (30) days within which to collectively or individually accept the same in waiting. If the remaining stockholders reject the offer, then the stockholder shall have the tight to sell the stock at the same or a greater price than that at which it was offered to the Corporation. If the stockholder shall desire to sell the stock *releaser price than that originally quoted to the Corporation, the stockholder must then repeat the process of offering the stock for sale to the Corporation and the stockholders in tram Shares of stock in this Corporation shall not be transferred or sold until the sale or transfer has been reported to the Board of Directors and approved by than. 3 CONFIDENTIAL FirstBankPR000725 SDNY_GM_00013562 CONFIDENTIAL EFTA_00124205 EFTA01269372 No stockholder shall pledge as coastersl for indebtedness any shares of stock without first obtaining the written consent of a majority of the disinterested members of the Board of Direness of the Corporation. ARTIO V n‘ At all elections of directors, each stockholder shall be entitled to as many votes as shall equal the number of votes that (except for such provision as to cumulative voting) the stockholder would be entitled ro cast for die election of directors with respect to his or her shares of stock multiplied by the number of directors to be elected. The stockholder may out al/ votes for a single director or distribute them among any tWO or mom of them as he or she may sec 4c At least ten (10) days notice shall be given, however the ShatehOlder$ are COOrk SO waive notice of the meeting as provided by law. Furthermore, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been =Sad to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLE X Subject to the provisions of Section 71, Tide 13, Virgin Islands Code, the Co potation may enter into contacts or otherwise transact business with one or mote of its directors or officers, or with any firm or association of which one or mom of its directors or officers are members or employees, or with any other corporation or association of which one or more of in directors or officers are stockholders, directors, officer, , or SOSPISIOSS, and no such contract or transaction Aril be invalidated or in any way affected by the fact that such director or directors or officer or officers have or may have interests therein that arc or might be adverse to the interests of the Corporation even though the vote of the director or directors having such adverse interest is necessary to obligate the Corporation on such contact or transaction, provided that in any such ease the fact of such interest shall be disclosed or known to the directors or stockholders acting on or in reference to such contract or transaction. No director or directors or officer or officers having such disclosed or known adverse interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other personator any loss incuocd by it under or by reason of any such contract or OSIOSSICOOS4 nor shall any such dim-ten ?S dilators or officer or officers be accountable for any gains or profits realized thereon. The provisions of this Article shall not be construed to invalidate or in any way affect any contract or transact:on that would otherwise: be valid under law. MMCLE xi (a) The Corporation shall indemnify any person who was or is a party or is threatened (to bErharte a patty to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, adminintative, or investigative (other than an action by or in the right of the Corpotationny reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, of is or was saving at the request of the Cocporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, matt, or other enterprise, against expenses (including attomey's fees), judgments, fines, and amounts paid in setdetnent actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if: he or she acted (A) in good frith and (B) in a manner reasonably believed to be in or not opposed to the best interests of the Corporation; and (2) with inspect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. 4 L CONFIDENTIA FtratBankPR000226 SDNY_GM_00013563 EFTA_00 I 24206 CONFIDENTIAL EFTA01269373 N) The tenni:nation of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nolo contendere or in equivalent, shall nor, of itself, create a presumption that the person did not act in good firth and in which be or she reasonably believed to be in or not opposed to the bat interests of the Commotion and, with respect to any criminal action or proceating had rersonable rase to believe that his conduct was unlawful The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or Mt by or in the right of the office:, employee, or agent of the Corporation, or is or was saving at the request of the atrium oust, or other enterprise against acpcnses (winding attorney's fees) away and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted: (1) in good frith; and (2) in a manna he or she reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indenuification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and seasonably added to indemnity for such expenses which the court shall deem proper. (c) To the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subparagraphs (a) and (6), or in defense of any claim, issue, or matter thorn, he or she shall be indansriftedftainst expenses (including attorneys' fees) actually and reasonably incurred by him of her in connicitioirthacwith. Any indemnification under subparagraphs (a) and (b) (unless ordered by a coot) she; lie made by the Corporation only as authorized in the specific case upon a detenninarion that be orals had met the applicable standard of conduct set forth in subparagraphs (a) and N. Such determination shall be made: (1) by the board of directors by a majority vote of a quorum consisting of &con vrirn were not . • parties to such action, suit, or proceeding; or „ (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. (e) Expenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amounts unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this article. (Q The indemnification provided by this Article shall not be deemed exclusive of any other sights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both SS to action in his or hex official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a 5 CONFIDENTIAL CONFIDENTIAL FirstBankPR000727 SD NY_GM_000 13564 EFTA_00124207 EFTA01269374 director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person. (g) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporanort, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or het and incurred by him or her in any such capacity, or arising out of his or het status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article. ARTICLE XI( The Corporation reserves the right to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions authorized by the laws of the Virgin Islands in the =Ones and at the time prescribed by said laws, and all rights at any time conferred upon the Board of Directors and the stockholders by these Articles of Incorporation are granted subject to the provisions of this Article. ry ;.. • . . • : --s ' • • I I • [signature page follows) 6 CONFIDENTIA FirstBankPRO00728 SONY_GM_00013565 EFTA_00124208 CONFIDENTIAL EFTA01269375 IN WITNESS WHERE(XF we have hereumo subscribed our names this 21St day of November. 2011. TERRITORY OF THE UNITED STATES VIRGIN ISI ANDS ) DISTRICT OF sr. THOMAS AND ST. JOHN The foregoing instrument was acknow/edged before me this ZLt day of NOTJUlet. 2011, by Erilui A. KetlerhaIs, Gregory). Ferguson, and Rica Cary. tea OINAMMEORYAN IIOTMY KWIC OP 01009 EMPIRES griliget3 at. THOILIAMIT a UM Not Peak ti 7 tV SDNY_GM_00013566 CONFIDENTIAL CONFIDENTIAL FirMBSnkER000729 EFTA_00124209 EFTA01269376 Consent of Agent for Service of Process 0 DATE STAMPED - COPY This writing witnesseth that the undersigned KeHerbals Ferri-sox ELP having been designated by Cypress, Mc, as agent of the said company upon whom service of process may be made in all suits arr,ing against the said company in the Courts of the Virgin Islands, do hereby cement to act as such agent and that service of process may be made upon me in accordruice with Title 13 of the Virgin Islands Code. IN wmass WHERSOF. I have hereunto set my signature this 21* day of November., 2011. Meth-thus Ferguson I LP A bed aid sworn to before me this 21a day of October:2011. expires: Territory of the United States Virgin Islands eta MAREORYAN NOTAFIYPUBLIC 1.069410 ocasseelow sages tenon flt THOMAIIST. JOHN, WWI CONFIDENTIA FirstBankPRO00730 SONY GM00013567 EFTA_00124210 CONFIDENTIAL EFTA01269377 "Th BYLAWS OF CYPRESS, INC ASZICLE I. OVPICLS The principal office of Cypress, Inc. (the "Corporation's) in the US Virgin Islands shall be located and maintained in St. Thomas, US. Virgin Islands, as designated in the Articles of Incorporation Of at such location in the US. Virgin Islands as may be changed from time to time at :he discretion of the Board of Directors. The Corporation may also maintain an additional office or offices at such other places within the US Virgin Islands as the Board of Directors may, from time to time, designate. aulazilL iaDESEIMPAIOWEES Staieni=AnS The animal meeting of the Mareholdm of the Corporation shall be held each year on the third Wednesday in December, or on such other dare as dull be specified in the notice or e.recuird 616= of D•DUCt thereof and agreed to by the shareholders, for the purpose of electing directors and transacting such other business as may properly come before the meeting A complete bat of all shareholders added to vote at annual shareholders meetings shall be pr.:pitted by the Secretary and made available for inspection at said meetings. Sation2 — Spenjalidectings• Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holden of s majority of the sham then outstanding and entitled to vote thereat, or as otherwise required irides the previsions of Title 13 of the Virgin Islands Code, Sections 1-453, as they may be from time to time amended. Stare 1— Place of Meerielgir All meetings of shareholders shall be held in the US Virgin Islands at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings and may be held raephonically. Section 4 — Notice of MeeHngsv (a) Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or maid, stating the time when and place when it is to be held, shall be served either pawed::: or by mail, cot less than ten (10) or more than fifty (SO) days before the meeting, upon each shareholder of record entitled to vote at such meeting, or the sbareholdeds designated agent, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special rung shall also state the purpose or purposes foe which the meeting is called, and shall indicate that it is bang issued by, or at the direction of, the person or pascal calling the meant. If at any meeting actioo is proposed to be •iltran that would, if taken, entitle shareholders to receive payment (or their shares pursuant to the applicable provisions of Virgin Islands Cede, the nonce of such meeting shall include a statement of that purpose and to that effect If mailed, such notice shall be directed to each such shareholder at the shareholder's address, as it appears on the records of the shareholders of the Corporation, unless he or she dull have previously filed with the Secretary of the Corporation a written request that notices intended for the shareholder be mailed to the shareholders' agent CONFIDENTIAL SC/ NY_GM_000 13568 CONFIDENTIAL FirstBankPRO00731 EFTA_00124211 EFTA01269378 And/or route other addrtros, in which axe, it shall be nailed to the person and address designated in such request (b) Notice of any meeting need not be given to any person who mew become a shercholder of record after the mailing of cud, notice and prior to the meeting, or to any %limbo:der who attends such meeting in persona by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, mans otherwise required by salute (c) Whenever the vote of stockholders at a meeting thereof is required or pi:mined to« Wien in connection with any corporate action, by any section of this chapter, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitkd to vote upon the action if such meeting were held, shall consent in writing to such corporate action bdng taken. (d) Whenever any notice whatever is required to be given under the provisions of this chapter, or under the provisioos of the articles of incorporation or bylaws of any corporation organized under the pteattions of this chapter, a waiver thereof in writing, signed by the person or persona entitled to said notice, whether before or after the time sated in said notice, shall be deemed equtnlent thereto. SwitalSmzoass: Except as otherwise provided herein, a by the Applicable pmvisions of to Virgin Islands Code, or in the Articles of Incorporation (tech Articles and any amendments thereof being buten collectively referred to as the "Articles") at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person oz by proxy of any number of shareholders holding of record a najonty of the total number of shares of die Corporation then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the canniction of any business. The widwlrewal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, thee scrotum has been established at such meters). Section 6 — Voting: (a) Except as otherwise provided by applicable provision of the Virgin Islands Code or by the Atticks of loariporAtion, any corporate action to be taken by vote of the thiarchobiert shall be authorized by a majority of votes east at a meeting of sheteholdest by the holders of shares entitled to vote thereon. (b) Except as otherwise provided by applicable provision of the Virgin blunts Code or by the Articles of Incorporation, at arch meeting of sharetholdas, each holder of record of stork of the Corporation entitled to vote thereat shall be entitled to one vote for each share of stock registered in his or her name on the books of the Corporation. (C) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided. however, that the instrument authorities such proxy to act shall have been executed in writing by the shareholder or the shareholder's attorney in fact thereunto duly authorized in writing. No proxy shall be valid after expiration of eleven (II) monde. from the date of its execution, mien the person executing mine directs in said proxy that it shall continue in fora for a longer period of time. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Caporal«). (d) Shares registered in the name of another corporation, if entitled to be voted, may be voted by the President or a proxy appointed by the President of such other corporation, unless some other person has been appointed to vote such shares pursuant to:the/12w on resolution of the board of directors of such 2 CONFIDENTIAL FirstBankPRO00732 SONY_GM_00013569 CONFIDENTIAL Erl'A_001242 I 2 EFTA01269379 other cogs/oration, in which use such patron may vote such shares. Any fiduciary nary vote shares registered in the none of such corporation as such fiducisty, either in omen or by proxy (e) Any resolution in uniting, signed by all the shareholders eniided to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the name force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders of such resolution so signed and shall be inserted in the Minute Book of the Corpontior. tinder its proper date. ARTICI V. Ifl - BOARD OF DISITTOPS firetion 1- Number Ousalleation. Election sad Terns of Offier (a) The number of Directors of the Corporation shall be three (3) unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Dimmers shall in no event be less than three (3) (b) Except as may otherwise be provided herein or it:, the Article, the members of the Board of Directors of the to:potation, who need not be shareholders, shall be elected by a maprity of the votes cut at a meeting of shareholders, by the holders of shares., present in person or by proxy, (sodded to vote in die election. (e) Lath Director shall bold office until the annual meeting of the shareholders next succeeding his or her election, and until his or her successor is elected and qualified, manta his or be prior death, resignation or removal. Cerninfl, Posies and Powers. The Board of Directocs shall be responsible for the control and management of the affairs, property and into ears of the Corporation, and may exercise all powers of the Corporation, except as ate in the Amides or by "pliable provisions of the Virgin Islands Code expressly conferred upon or reserved to the sharaolders. (a) A regular annual. meeting of the Board of Directors shall be held immediately following the suntal meeting of the shareholders, at a place of such annual meeting of shareholders. (b) The Board of Directors, from time to time, may provide for the holding of other regular meetings of the Board of Directors. and may fix the time and place thereof. (e) Notice of any mph: meeting of the Board of Directors shall not be required to be given and, if given. need not specify the !Impose of the meeting, provided, however, that in me the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each Director who shall not have been present at the meeting at which such action was taken within the time limit, and in the manner set forth in patsgtaph (b), Section 4 of this Anode III, with respect to the special meetings, unless such notice shall be waived in the manner set forth in preagraoh (c) of such Section 4. Section 4 - Special Meedny: Motes (a) Special meetings of the Board of Dimmers dud be caged by the President or by one of the Directors, at such time and place as may be specified in the respective notices or waivers of OOi= thereof. 3 CONFIDENTIAL SD NY_GM_000 13570 CONFIDENTIAL FirstBankPR000733 EFTA 0[)124213 EFTA01269380 (b) Except as otherwise required by the applicable provisions of the Virgin Islands Code, notice of special meetings shall be mailed &reedy to each Director, addresscd to the Director at his or her residence or usual place of business, at lean three (3) days before the day on which the meeting is to be held, te shall be sent to the Director at such place by facsimile or ma or shall be delivered to him or her personally or given to him or her orally, not later than twenty-four (24) bouts before the time at which the meeting is to be held. A notice, or waive of notate, except as required by Section 8 of this Article Ill, need not specify the purpose of the meeting. (C) Notice of any special meeting shall nor be required to be given to any Director who shall attend such meeting without protesting the lack of nonce to the Director prior thereto or at its comma:sterna* or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be even. (d) Unless otherwise reateicind by the articks of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of ditecton„ or of any committee thereof, may be taken without a meeting if all members of the beard or committee, as the cue may be, tonaent thereto in writing, end the writing or innings are filed with the minutes of proceedings of the board, or committee. At all meetings of the Board of Directors, the Chairman of the Board if any and if present, shall preside. If there shall be no Chairman, or if the Chatham shall be absent, then the President shall preside, and in the President's absence, a Chairman chosen by the D)..1.,.. dig preside. section 6— Quorum aq‘Adjurnmentt (a) At all meetings of the Board of Directors the presence of a majority of the entire Board shall be necessary sad sufficient to constitute a quorum for the transaction of business, except as min-twin provided by law, by the Amides, or by these Bylaws. (b) A majority of the Directors present at the time and Once of any regular or special meeting, although less than a quorum, may adiyouni the tame from time to time without notice, until a quorum shall be present. InSliOni=MAIIUP of &dog: (a) At all meetings of the Board of Directors, etch Director present shall have one vote, thespective of the number of shares of stock, if any, uthieb the Director may hold. (b) Except as otherwise provided by appbcable provisions of the Irvin Islands Code, by the Milder, or by these Bylaws, the action of a majority of the Directors present at any meeting at which a quorum is picot, shall be the act of the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any CDZIIIIIiiteC thereof, which action is authorized, in writing, by all of the Directors entitled to vote thereon and filed with the Minutes of the proceedings of die Board or the committee shall be the act of the Board of Directors or the committee, as the are may be, with the same force and effect is if the same had been passed by unanimous vote at a duly caned meeting of the Board or the committee. Section 8 - Vacancies. Any vacancy in the Board of Directors occurring by reason Many increase in the number of Directors, or by reason of the death, resignation, disqualification, mimed (unless a vacancy treated by the removal of a Director by the shareholder(s) shall be Med by the shareholder(s) at the meeting at which the to-novel was effecter() or inability to 4 CONFIDENTIAL FirstBankPR000734 CONFIDENTIAL EFTA_00 I 24214 SDNY_GM_00013571 EFTA01269381 act of any Director, or otherwise, shall be idled for the unexpired portion of the term by a majority vote of the remaining Directors present, thotgh km than a quorum, at any regular meeting or special mating of the Board of Directors &triton 9— Res(gnadon• Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Stately of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directoes or such officer, and the acceptance of such retignadon shall not be necessary to make it effective geetion 10 — Removal- Any Director may be removed with or without cause at any time by the affirmative vote of shareholder(s) aolckng of record in the aggregate at least a majority of the outstanding shares of the Comotation at a special meeting of the shatcho:tkrs called for that purpose, and way be removed for cause by action of die Board. Section 11— Salem No stated salary shall be paid to Directors, as such, for their KtVittS, ban by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for Int:AMYX at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any Director from serving the Comfiest/on in any other capacity and receiving compensation therefor. Etaiaa12=Qataigara (a) No comma or other tialiMal03 bet0/tell dye Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any Director be liable in any way by scuon of the fact that any one or more of the directors of this Capocation is or are interested in, or is a &Lector or officer, or are directors or *Marx of such other corporation, provided that such facts are disclosed or made known co the Board of Distrust. (b) Any Director, personally or individually, may be a patty to or may be interested in any contract or transaction of this Corporation, and no Director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directon, and provided that the Board of Directors shall authorize., approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such Director at the meeting at which such action is taken. Such Director or Directors may be counted in determining the presence of a quorum at such meeting. This Section Mall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise applicable) thereto. Semler remunitterc The Board of Directors, by resolution adopted by a majority of the entire Bond, may from time to time to time designate &oat among Its members an executive committee and such other committees, and alternate members thereof, as they may dean desinble, each consisting of two (2) or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall save at the pleasure of the Board. 5 CONFIDENTIAL FirstBankPR000235 CONFIDENTIAL EFTA-00124215 SDNY_GM_00013572 EFTA01269382 rutTICS B Tv. OFFICPtell casetimai-Nranhes, Oualifiration• Election and Term of Mar (a) The officers of the Corporation shall consist of a President, Seaetary, Transact and such other officers. including a [Minium of the Board of Directors, and one or more additional Vice-Presidents, Assistant Treasurers or Assistant Secretaties, RS the Board of Directors may from time to time deem advisable. However, the Company is not requited to have offieen other than the President Secretary and Treasurer. The President of the Corporation shall be and any other officer may be, a Director of the Corporation. Any two offices (but not more than two) other than the offices of Chairman of the Board or President and Smeary or Assistant Secretary may be hold by the same person. (b) The officers of the Corporation shall be elected by the Board of Dire:tors at the regular annual meeting of the Board following die annual meeting of sherehelden. The taloa of all officers shall be fixed by the Board of Directors. (c) Each officer shall hold office until the annual meeting of the Board of Directors next exceeding his election, and until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. Settion 2 — Resignation. Any officer may resign at any time by giving sinners notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, suds resignation shall take effect upon receipt theceof by the Bond of Directors or by such officer, and the acceptance of such resignation shall 13Ot be necessary to make it effective. Serrinn — RefnetrOl• Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time. Sgoktoj- Vacsnriec A vacancy in any office by reason of death. resignation inability to act, ClinaliStatiOno or soy other oust, may at any time be filled for the unexpired portion of the nun by a majority vote of the Board of Director. Section 5 — Duties of (Wherry Officers of the Corporation shall, unless otherwise provided by the Board of Dien-toes, each have such powers and duties as gene illy pertain to their respective offices, as well as such pawns and duties as may lie set forth in these Bylaws, or may from tune to time be spedfially conferred or imposed by the Bored of Directors. (a) The President shall be the chief extortive office of the Corporation. (b) The Vice-President, if any, shall perform the duties as required by the President or the Board of Directors. During any absence or inapacity of the President, the Vice-President shall be site acting chief executive officer of the Corporation, samming the duties of the President until the President's resumption of SAM or tantil otherwise directed by the Board of Directors. 6 CONFIDENTIAL FirstBankPR000736 CONFIDENTIAL EFTA_001242 16 SD NY_GM_000 13573 EFTA01269383 (c) The Tenure shall have the custody of all books of account and the funds end seconder of the Corporation. He shall disburse the funds of the Corporation in payment of hut danands against the proper vouchers for such disbursements. He or she shall render an annual report to the Board of Directors for the benefit of shueboldees concerning the finances of the Cognation. The Treasure slut perform such other duties as ate incidental to his or her office and natant required by the President or the Board of Duncan. The Tenure shall hold office at the *Lae of the Bond (d) The Seretary shall have custody of the sal of the Corporation; shall conduct such correspondence on behalf of the COtpOOLOCO as dull be required by the Presidenc and skull discharge such additional duties from time to time at may be required by the President oe the Bond of Directors. The Secretary shall issue all notices required for the bolding of meetings of the Bond of Directors and of shareholders; shall keep minutes of all meetings of shareholders; shall pedant such additional duties as axe incidental to the Secretary's offien end shall hold office at the pleasure of the Board. (0) The Assistant Secretaries and the Assinant Treasurers, if any, in general, shall perform such duties as shall be assigned to them by the Secretary or TrellitIts, respectively, or by the President or the Board of Directors. SOCUOT 6— Sureties and Bever In cue the Board of Direaors shall so requite„ any officer, employee or agent of the Cognation shall execute to the Corporation a bond its such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or ha duties to the Corporation, including responsibility foe negligence and for the accounting for all property, funds or secu.ities of the Corporation viral may come into his or her hands. fl eaOther Corporations: Whenever the Corporation is the bolder of shares of any other corporstion, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or othe insuutnents) may be exercised on behalf of the Corporation by the President or such other person as the Board of Dr:rectors may ttlitilOti2C. Seetion 8 — Compensation of Officers; The Offitea shall receive such salary or compounders as may be fixed and determined by the Board of Directota. Any payments made to an officer of the Corporation such as convention, honor, interest, or rent or entertainment expense incurred by hin or her, which shall be disallowed in whole or in part as a deductible expense pursuant to the Internal Revenue Code of 1986, as smerided,u applicable to the US. Virgin Islands, shall be reimnused by such office of the Corpocation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate 'manna may be withheld from furore compensation payments until the amount owed 10 the Corporation has been recovered. ARTICLE V - SHARES OF STOCS Section 1.- rntifie. telt of Stock (a) The certificates septacinting abates of the Corporation shall be in such form as shall be sapped by the Bond of Directors, and shell be numbered and registered in the order issued. They shall bear the holder's name and the number of shires, and shall be signed by (t) the Chairman of the Board or the President, and 7 CONFIDENTIAL FirstBankPR000737 S0NY_GM_00013574 EFTA_00124217 CONFIDENTIAL EFTA01269384 * the Seactery ra Traumm . o any Assistant Secretary or Assistant Tressure; and shall bear the corporate seat (b) No certificate representing duxes shall be issued oriel she full amount of consideration therefor has been paid, except as otherwise permitted by law. (c) To the extent permitted by law, the Board of Dittos* may lothorize the issuance of catificates for fractions cf • share which shat entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the factional holdings; or it may authorize the payment in rash of the Sir value of factions of a share as of the time when those taititkd to receive such frictions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip iv registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as then= provided for full shams, but cud, sap shall not entitle the holder to any rights of a shareholder, except as therein provided. ICSlistia-ddlatOrDettlgysictrtifseagis The holder of any artifieste representing shams of the Corporation shall nomediately notify the Corporation of any loss or destmetion of the certificate representing the same. The Commode. may issue a new certificate in the place of any certificate thetetofore issued by it, alerted to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may require the owner of the lost or destroyed certificate, or such owner's legal representatives, to give the Corporation a bond in such nor as the Board may dicta, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claim, loss, liability or damage it may suffer on account of the issuance of the new certificate- Anew certificate may be issued without requiting any such evidence or bond when, in the judgment of the Board of Director; it is proper so to do. Ssiainsaamadtanhiru: (a) Transfers of share of the Corporation shall be made on the share records of the Corporation only by the holder of the record thereof, in person or by his or her duly authorized attorney, upon surrender of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly =anted, with such proof of die authenticity of the ;immure and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require. (b) The Corporation shall be entitled to teat the holder of record of any share or shares as the absolute owner thereof for all mimosa and, siecoedingly, shall not be bound to recognize any legal, equitable os other claim to or interest in, such share or shares on the pm of any other person, whether or not it shall have express or other notice thereof except as otherwise expressly provided by law. (c) No shareholder shall sell, convey, assign or otherwise transfer any of his or her shares of stock without first offering the same to the Capetian, at the lowest price at which the shareholder is wining to dispose of the sans; end the Corporation shall have thirty (30) days within which to accept same; the Corporation shall notify the shareholder of its election in writing If accepted by the Corporation, the shareholder shall promptly mom the shares of stock to the Corporation, and the Corporation shall promptly pay therefor. If the Corporation rejects the offer, then the shareholder shall offer the stock to the remaining share-holden under the same terms as offered to the Corporation, and the remaining shareholders shall have thirty (30) days within which to collectively or individually accept same in writing. If the remaining shareholders reject the offer, that the shareholder shall have the right to sell the stock at the same or greater price than that at which it was offered to the Corporation. ff the shareholder shall desire to sell rho stock at a laser price than that ;nigh)* quoted to the Corporation, the shareholder must then repeat the process of offering same for 8 CONFIDENTIAL FirstBankPR000738 S0NY_GM_000 13575 EFTA_00124218 CONFIDENTIAL EFTA01269385 sale to the Corporation and the shareholders in rum. In no event shall the durehokler sell his or her stock at a lesser price than that at which he or she offered the same to the C,otpontion Shares of stock in this Corporation shall not be transferred or sold until the rale or transfer shall have been repotted to the Board of Directors and approved by them. No shareholder than pledge as collateral for indebtedness any of his or her shares of stock without hint obtaining. the cornett consent of a majority of the denotement! members of the Board of Direceon of the Corporation. A•rtion 4 Record Dam In lieu of dosing the share records of the Corporation, the Board of Dimmers may fix, in advance, • date not exceeding fifty (50)days, nor fewer than (10)days, as the record date for the determination of shareholders eroded to receive notice of or to vote at, any meeting of sharehoidea, or to consent to any proposal without a meeting, or for the purpose of determining the shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of my other action. U no record date is fixed, the record date for the deraminaticm of shareholders entitled to notice of ono vote at a meeting of shareholder shall be at the dose of Imsiness on the day next peteeding the day on which notice is given, or, if no ace= is given, the day on which the meeting is held, except that the record date for determining the eligibility of shams to be voted on at any decree for directon, shall be no fewer than 20 days nest preceding such election of directors; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the Directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of ea to vote at any altering of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof unless the Directors fix a new record date for the adjourns meeting. RitTIOfit OW/DENTS Subject to applicable law, dividends may be declared and paid out Many hinds available therefor, as often, in such amounts, and at such time or times as the Board of Directors any determine. ARTICLE VII - FISCAL YEAR The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable ISINV. ARTICLE VIII - r.ORPORATE SP AI Sr-don 1— Seat The Corporate seal shall be in such form is shall be approved from time to time by the Board of Directors. The Board of Directors may audoonze one or more duplicate seals and provide for the custody thereof. SsationLLAtrudaglcal: Whenever the Corporation is required to place its corporate oral to a document, it shall be sufficient to meet the requirements of any Ism rule or regulation relating to a corporate seal to impress, affix or reproduce a fanimile thereof adneent to the signature of the authorized officer. 9 SD NY_GM_000 13576 CONFIDENTIAL FitsiBankPR000739 EFTA_001242 I 9 CONFIDENTIAL EFTA01269386 ISTILLEISLAtablIthiSZEES AD Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made, by the Affirmative vote of shareholders holding of record in the aggregate at last a majority of the outstanding slums entitled to vote in :he election of Dimmer at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full thetein the proposed amendment. Section v - By Directors: The Board of Directors shall have power to make, adopt or amend Bylaws of the Comorthion, except that the Board of Directoa Ad have no power effectively to thaw the quorum for meetings of shareholders or of the Board of Directors, or to effectively change any provisions of the Bylaws with respect to the removal of directors or the ailing of mouicies in the Board resulting horn removal by the shareholders; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal Bylaws made by the Board of Dutton by a majority vote of the shatehokkas. If arty Bylaw regulating an impending election of Directors is adopted by the Baud of Directors, that effectively amends or repeals a regulation concerning the method, notice, quorum necessary or otherwise substantially affecting the maw for conducting an impending election of the Board of Directors, there shall be set forth in the notice of the next meeting of shuebolders for the election of Directors, the Bylaw so made and adopted together with a emithe statement of die changes made. ARTICLE X - INDEMNITY Any person who was or is • potty or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other dun an action by or ladle right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trim or other ear:mese, may be indemnified by the Corporation against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in n manner he or she reasonably believed to he in or not opposed to the best interests of the Corporation, and with respect to soy oimind action or proceeding, he o: she had no reasomble muse to believe his or her conduct war uolowfui The termination Many action, suit or proceeding by judgment, order, atittlarrent, cot:simian, or upon a plea of nolo contendae or its equivalent, shall trot, of itself, ante a presumption that the person did nor act in good faith and in • manner which he or she reasonably believed to be in or not opposed to the bat interats of the COrpOradron, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unIswful. Any indemnification under the foregoing provisions shall be made by the Corporation only as authorized in the specific ease upon a determination that indernniacation of a director, officer, employee or agent is proper in die eircurnstanoes because he or she had met the applicable standard of conduct set forth above. Such detennittatme shall be made by the Board of Directors by a majority vote of • quorum consisting of Directors who woe not parties to such action, suit or proceedings, or if such a quorum is not obtainable, or even if obtainable and the quoram of disinterested Directors so directs, by independent legal counsel in a written opinion, or by the shareholders. Expenses Inwood in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer., employee or agent to repay such 10 CONFIDENTIAL FirstBankPRo00740 CONFIDENTIAL EFTA_00 124220 SD NY_GM_000 13577 EFTA01269387 amorists unless it shall ultimately be detemenned that he or she n traded to be indemnified by the Corporation u herein authorized The inderooffication herein provided by this Section shot not be deemed =elusive of say other nghts to which those sating indensnifiation may be eatided under any bylaw. agreement. vote of stodtbolden or disinterested Bracket or otherwise, both as to action in his or her official opacity and as to action n mother capacity vitae twang such offs«, and trhall continue as to s person who has cased to be a Direct«, office:, employ= or vent and shag inure to thc bent& of the heies, cratmors and admthisorrion of mil person. The Corporation may perdu« sad manosin usursricc on bthal.f of say pence who io ce rats a oho:coot. officer, employee or seem of the Cot option or is or was serving at the request of die Corporation as a Dkeetor, Officer, Employee or Agent of another capcmitioot, primers* joint venture, trust or other enterprise Wiest any ability asserted strains* his and incurred by hen or her u my such apathy or ariosig out of his or her status as such, whether or sot the Caporation would have the poster to indemnify him or her against ouch fabihty under the provisions above set forth. For pompous of this Anide, references to "the Cosporation" shit include, in addition to the rcsultirlr ouporation, any cooratuatt capitation (ndoding any covalence/ of a constituent) absorbed in a consolidation or merger which, Wits sepsis« existence bad eratintsed, would have had power and authority to indemnify its dirsclOth officas, sad employees or agents, so that aq pcnon who u or vac a Directs, Offices, Employee or Agent of such constituent empower..., or is or was serving at the request of such constituent °spatulas as a &rector, officer, O,0#1O the a Wet of another toopeestion, maramship. Mint venture trust or other enterprise, shat stand in the sane position under the provisions of this Section with respect ode resulting or surviving coq oration as he or she would have with respect to nick monatuent capontion if its separate exists-ace had continued. The amouot of indemnity to which my officer or Ilitector may be mod« sisal be fired by the Bond of Direction, excerpt that it any case where there is no disinterested matority of the Board arailsble, the unownt shall be fixed by arbitration parsons to the then =Slog ml es of the American &titration Association. Adopted Si. al! day of November.= I at the meeting of the Inceepormaes. If CONFIDENTIAL.„, CONFIDENTIAL EFTA _00 I 2422 I SD NY_GM_000 13578 EFTA01269388 1 First Bar* Virgin Monies Corporate Resolution I, the undersigned Secretary. hereby certify to FestBank. that eta meeting of the Board of Directors of Cypress. Inc a corporation organized and existing under the laws of V.S. Vile" Winds duly called and duly held on the 5 day of AEA , 2012 the following Resolutions erre duly adopted. and that tie Said Resolurons have bean entered upon the regular minute books of the Ceeporab0n, are In accordance with the Breaws and are now in full tome and effect. ('Corporation') RESOLVED: 1. The Officers of Corporator. or any one Or DIM& them. are hereby authorized to open a bare account or accounts from time to time with Firsteank and Its subsidiaries and of (Bah being hereinafter refined to as 'Sante) for and in the name of Corporation with such etie or tries as hoof they may designate. 2. The President and Secretary Mese a Tee «none) aierecesie ea. enema Name beekkeesee of Corporation, signing singly tax Mama nary erne veers tie. wane any M. He) and their successors and any other paten hereinafter authenzed by any means to sign on behalf of Corporation (*Authorized Persceese) are hereby authorized to sign. by hand or by facsimile (including, but not limited to. computer generated) egreature(s)• cheeks. drafts. acceptances and other :nstruments (hone:see each collectively referred to as ltem(st). Notvethstarding the above. any Authorized Person is authorized singly to: (1) initiate Automated Clearing Mouse CACH1 debits without a signature: (2) Mete payments by use of Deposeory Transfer Checks (*Dlte) without a signature other than the name of Corporation ported on the DTC: or (3) give instructions, by means other than the signing of an eam with respect to any account transactor', 'nth/ding. but not limited to. the payment transfer or withdrawal of funds by wire. computer or other electronic means, or otherwise, or of money. Credits, gems or properly at any lime held by Bank for account of Corporation rinstrucbonee 3. Bank is hereby authorized to honor and pay hems, v./tether signed by hand or by facsimile (including, but not limited to. computer generated) signature(s) If the actual or purported facsimile signatures(s), regardless of how or by whom affixed, resembles the specimens filed with Dank by Corporation and other orders. DTCs. ACHs. 8nd Instructions. given singly by any Authorized Person. Bank a further authorized to honor and pay OTC,. ACtis. Instructions. and other orders given triply by any AildlOnited Person. ',lading such as may bring about cc increase an overdraft and such as may be payable to Or for the benefit of any Authonzed Parsec « other Officer a' employee individually. without inquiry as to the cecemstances of the iSsuance or the disposition of the proceeds thereof and without limit as to amount a. Bank is hereby authorized to accept for deposit, for credit. or for collection, or «hems°. Items endorsed by any person or by stamp or other impression in the name Of Corporation without inquiry as to the circumstances el the endorsement or any lack of endorsement or the disposition of the proceeds. 5. The President @tans De ni• pronslatinatted a sea LOW Ilk Mixes, et. e.p, enieset wee insane lases. en) ofCorporation,signing Weak tbscallOs Wien. et ae le be sprats-a. inch ear be se) are hereby authorOed to effect loans and soeances and obtain credit at any time for Corporation from Bank (and guarantee on behalf of Corporation the obligations of others to Bank), secured or unseated, and foe such loans and advances and ends and guarantees to make. execute and deliver promissory notes and other written obegabons or evidence el indebtedness of Corporator). applications for letters of credit instruments of guarantee and indemnity and any agreern arts or rmdertalergs• general or specific. with respect to any of the foregoing. and as security for the payment of loans, advances. indebtedness, guarantees and liberties of, or credit given to, Corporation or others to pecks, hypothecate, =Dieppe, assign. thirster. grant :ens and security earnests N. give rights with respect ter. endorse and deliver property of any 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 trust security agreements. instruments of transfer, assignment ce pledge. powers of attorney and other agreements or instruments which may be necessary or desirable in cornecton therewith: and also to see to. or discount with Bank. commerce' paper. bills receivable, accounts recevable, stocks. bonds or any other securities or property at any tine bee! by Corporation, and to that end to endorse. assign, transfer and dearer the same; to execute and deliver trauurents or agreements of subordination and assignment satisfactory to Bank and also to give any orders or consents for the delivery, We. exchange or other disposiece of any properly or interest therein or evidence thereof belonging to Corporation and at any time In the hands of Bank, whetter as collateral or othe wise. and to execute and deliver such other agreements. tristruments and documents and to do such other acts and things as may be necessary or desirable or required by Bank in connection with any of the foregoing and Bark is hereby authorized to honor. accept and execute any of the transactions described above. 6. AR loans. &ones and advances heretofore obtained on behalf of Corporation and all notes and other obligations or evidences thereof of Corporaton Plaid by Bank are hereby approved, retreat, and confirmed. 7. Corporation does hereby give to Bank a continuing ben for the annent of any and all liabilities and Obegatons of Corporaten to Bank ard claims of every nature and description of Bank against Corporation, whether now casting or hereafter alCUrfaa. Oligna.ly contracted with Bank *nap with another or others and now or hereafter owing to or acquired in any matter by Bank whether contracted by Corporation alone or pertly and/or severalty with another or others, absolute or COntingene secured or unsecured, matured or uernatued upon any and all moneys. securities and any and all other property of Corporation and the proceeds thereof, now or hereafter actually or constructivelY held or received by or in transit in any manor to or from Bank. its correspondents or agents from or for Corporation.. whether for safekeeping. CuStody. pledge, transmission, collection or othenrese coming into the possessor) of Bare 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 tines and without notice apply Corporabon's deposits (general or special), Corporation's credits wild: Bank. cr Corporation's claims against Bank, or are pars thereof, to such obligations and in sues amours as Bank may elect although said obligations may be contingent Cr unnatural and whether any colateral therefore is deemed adequate or not. 8. Incase of conflicting darns or disputes. or doubt on Bank's part as to the validity, extent. modification. error-aeon or exerts° of any of the authoress 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 said authorities, or the exercise thereof, triers Bank is required to do so by the judgment. decree or order of a court having jurisdicton of the subject matte, and of the parties to such conflicting claims or daPutes- Peel laa flan ifl4 a Cain* Of cestaank Pewee RICO —NSSWAR CONFIDENTIAL CONFIDENTIAL FirstBankPR000742 SONY_GM_000 13579 EFTA 00124222 EFTA01269389 Tea 9. Corporation agrees to be bound by the 1 erns and Conditions for Business Accounts end Services. as well as any signature card deposit ticket checkbook, passbook statement of account, receipt rnstrunamt document or other agreements. such as. but rot limited to. funds wafer agreements. delivered or made evadable to Corporation from Bank and by all notices posted at the office of Bank at which the account of Corporation Is manesined. in each case with the same effect as if etch and every term thereof were sot forth in full herein and made a pal hereof. 10. The Officers of Corporation or arty one or more of them are hereby authorized to act for Corporation in as other matters and transactions relating to any of its business frith Bank including but not frnited to. the execution and delivery of any agreements or contracts necessary to effect the foregong Resolutions. 11. Bank is hereby released from any liability and shot be indemnified against any loss. liability or expense arsine from honoring any of these Resolutions. 12. Subject to paragraph 8 above. each of Me foregoing Resoiutions and the wither:), thereby conferred snail retrain in full force and effect until written notice of revocation or mortification by presentation of now Corporate Resolutions and signature cards shall be received by Bank provided that such notice shall not be effective with respect to any exorcise of said authalties untl, Bank shall have had a reasonable opportunity to act thereon and ;$1 no event prim to the receipt thereof nor with respect to any checks or other instruments, for the payment elmoney or the withdrawal of funds dated on or prior to the date cd such notion but presented to Bank chorine receipt cr such notice. The Secretory or any Assistant Secretary or any other. Officer of Corporation is hereby au thor:zed and directed to certify. under the seal of execration or not, but with like effect in the tatter case. to Bank the tangoing Resolutions, the names of the Officers and other representatives of Corporation and any changes from time to time in the said Officers and representatives and specimens of that respective signatures. Bank may conclusively assume that persons at any time certified to it to be Officers or other representatives of execration continue as such until receipt by Bank of written notice to the contrary. I FURTHER CERTIFY that the persons herein designated as Officers of Corporation have been duly elected to and now hold the offices in Corea-arm opposite their respective names an oral the relenting are the au therdk. official signatures or the said respective Officers and of the named signatories who are not Corporate °fleets. to wit Name (TYPewritten or Printed) jtmr fr sin Darren Wake Richard Kahn S2lOss President Vice President Secretary Treasurer IN WITNESS WHEREOF. I have hereunto set my hand as Secretary and affixed the seal Cl the said Corporation It /9 day of 2012 AFFIX (CORPORATE SEAL) HERE \ \IIAAft.A, • Nate: In Mee the Secretary is authorized to sign by the above Resolutions, Iris certificate should be attested by a second Officer of Corporation. CONFIDENTIAL CONFIDENTIAL FIrstElenkPRO00743 SONY_GM_000 13580 EFTA_00 124223 EFTA01269390 pm I First Bank Virgin islands We hereby certify that at a Meeting of the Board of Directors of Cypress, Inc. A company duty organized and ensang under the laws of Corporate Resolutions For Telephone( Telex/Facsimile/Written Instructions V.S. Virgin Island Heft at American Yacht Harbor on the 5 day Of Aprr , 20 12 . IT WAS RESOLVED 1. That the company issue in favor of FirstBank (the 'Bank') a Corporate Authorization and Indemnity Agreement For Telephone:Telex/Facsimile/Written Instructions in the form required by the Bank. a copy of such form having been presented to and approved by the Board of Directors Richard Kahn Treasurer, Jeanne Brennan E 2. That Jeffrey Epstein President and / Accountant (Pew Nary Am Coyne, Ere) Or (pry Pin led 0001,Yre be authorized to execute the said Authorization and Indemnity Agreement in favor of the Bank. Certified as being a true copy of the Resolution of the Board of Directors. IN WITNESS WHEREOF, I have hereunto set my hand as Director/Secretary of the corporation tiXs 5 day of Apra . 20 12 • Select One Frelerraloss *Mk • Pain o/Hstliwx Aavits Rep 11101AtIlialn CONFIDENTIAL N Thiran sa..7;-, on InMs. Swan. Name ma IVO CONFIDENTI&R ,,, S0NY_GM_00013581 EFTA_001 24224 EFTA01269391 Virgin Islands Corporate Authorization and Indemnity Agreement For Telephone!TelerJFacsimile/Written Instructions 1. &Lynn, The uedersighed hereby requests and authorizes Arsedank (the Tank') to accept and ad upon any instructions (Instructione) delivered by telephone or telex or written or facsimile tranurinsion given or purportedy Oren by a person or parsers authorized to framed business with the Bank as Ebbrm on the corporate resolution a other evidence a advice of authority front time to tune maintained in the lecoina of the Bank 2. tigjaatecifixis. The undersigned accepts the risk that instnictais may be given by an unauthorized person and agrees that the Bank veil ham no Sabiay a responsibility for acting in accordance with any Instructions, whether or not genuine or duly authorized. The Bank shall have no lability or responsbility fa any misunderstancings arising out of any telephone Instructions. 3. pugs. The security procedre agreed upon for vereying the authemidy of Instructions is a cell back to any of the following individuals. Mother or not such or:Wadi has inflated any st.th !range% (The Bank recommends that the Mesons desynated below should not be persons who generally Issue Instructions. Whenever possible, the Bark wit endeavor to call someone other than the issuer of the instrUctions.) Name and Title Jeffrey Epstein. President Richard Kahn, Treasurer Jeanne Brennen. Accouter* Telephone Number (Include countzrAnals40 Alternatively• at the Barks option, the call back may be made to any person designated on the signattre cads or any other account documentation on file with the Bank for the undersigned's accounts as authorized to issue Instructions or otherwise transact business on sort account In addition to cal back the parties agree that for Instructions repaired by facsimile transmission. or in wean). the Bank will deterrane whether the Instructora Pared to bear the signatre or any ndvidutd who is designated on the current Wane cards or Caiet account dodimentatron on file with the Bank for the undersigned's account(s) as authorized to issue Instructions or otherwise transact business cr such aconints. The security procedures and other terms Notaried in this Agreement sac apply to Neenah ertS and cancellations of Instructions. It Is understood that those secanitY procedures are designed to verity the authenticity. and not the correctness. of Instructions. The Bank may, at its option, record (electronically or dherwae) any cal back made pursuant to this Agreement. any Instructions or ether intructions given by telephone and any other telephone discussions relating to Instruclions. The undersigned agrees that es rights and duties and those of the Bank hereunder shall be governed by be terms of the Bank's Account Terms and Conditions (as may be amended tram time to time) append* to the undersigners accounts at the Bat The undersigned agrees that the security procedures set forth herein cohabito a commercially reasonable method of providing sear* against uraldhOnZed Instructions. The underacned agrees to be bound by any Instruction. whether or rid authorized. issued n the undersigned's name and accepted by the Bank in compliance with the security procedure set forth herein and the undersigned agrees to indemnify and hold the Bank harmless from any Ices suffered or liability incurred by the Bank In. or arising from the Bank's execution of Instructions believed by the Bank in good faith to have been given (a signed In the case of any facsimile transmission) by a person authorized as provided above. provided the Bank has complied with such security procedure. 4 Bark Mav Orrititiern Or. It's understood that the Bank shall have no obligation to execute any Indruction crises ar4 untl such Instruction is vended in accordance with the security procedures set forth herein. and the undersigned will indernney and hold die Bank hanaless from any loss seared or agility retried by the Bank in refraining from processing an Instruction alter all reasonable (forts to Welly such thstniction in accordance with ties seamend have failed er a delaying the exaction of an Instruction urea such ver.fiction 's obtained. Upon nodal to tie undersigned. the Bank ray also. at its option. refuse to execute any Instruction or pert the fa Orly Other reason without incurring any responsibility for any loss. labity cc expense alsing out Of such refusal. 5. todernnitv The undersigned agrees to indemnify the Bank. ifs affiliates, subsidiaries and their dreads. officers. representatives and agents on demand for at losses. claims, damages or expenses (adding legal foes and debauch/ma) whch a or any of them may sutler or incur in connection with this Agreement, Including. but not limited to, acting or refusing to act on any Telephone or Telex or Famlinfle or Written Instruction. whether or not genuine or duty authorized. 6. Our continued issuance of Transfer Instructors following our receid, execution and return of this letter to the bank wit constitute our agreement to the security procedures and other terms sidetiated heroin. Cern* Vtlel tette es • awed, VAnteent Pair Rai Account Holders: Ceders. Inc By: Darren I rdyke. Secretary Name(s) and Titled) CONFIDENTIAL FirstBankPRO00745 SONY_GM_000 13582 CONFIDENTIAL EFTA 00124225 EFTA01269392