EFTA Document EFTA01269198

Account Type: Account Number: Sign. Req. Date: Address: Tel: Name: Financial Strategy Group, Ltd. BIN: Min Name: Darren Indyke ‘ 3::›a_AA-2.4.A. &a/ C-4._ SSN: ID Type. No: Name: SSN: ID Type: No: Name: SSN: ID Type: No: vw 6 hereby sebowledgo basing mewed theDeposit Accoum Agreement.** First Bancorp infonnatim Sharing and Pine! Policy. and rho product ratesme km. Prepared by: Authorized by: NA 101E 7/2002 NisIS-0001 Instructions for completion Please print this form 3 times and complete in tripl kale inblue or black ink. Please insen the name of the company or the account tidoMick( account name. Pkase print the name of each authorized signatory to the account together with a sample of their Signature in each field under namolf titre ere more than four signatories pica= use additional signature cards as necessary. The Bank will complete the remaining fields. 'important* Please provide each signature card in triplicate with the original signatures (no photocopies). Firsthank it a subaliwy offers! Bancorp (NYSE:• FM' CONFIDENTIAL SDNY_GM_0001335t CONFIDENTIAL FirstBankPR000514 EFTA_00123994 EFTA01269198 Account Type: Account Number: Sign. Req. Date: Address: Tel: Name: Financial Strategy Group, Ltd. EN: Name: Darren Indyke sift -+4 11/4r V SSW: ID Type: No: Name: U SSN: ID Type: No: Name: SSN: ID Type: No: It/lc hereby ackikmledge having received the Deposit Account Agreement, the Pmt Banton) Information Shying and Privacy Policy, and the product rntra and fees. Prepared by: Authorized by• NA 101E7/2002 NNS-0001 rnstructione for corpplction Please print this form 3 times and complete in triplicate in blue or black ink. Please insert the name of the company or the account title under account name. Please print the name of each authorized signatory to ;be account together with c sample of their signature in each field under name. If there are more than four signatories please um additional signaturevanis as necessary, The Bank will complete the remaining fields. *Important.' Pkasc provide each signature card in triplicate with the original signatures (no photocopies). PirsiBank Is a subskftary of First Bancorp (NYSE: NEP CONFIDENTIAL SDNY_GM00013352 CONFIDENTIAL FirstBankPR000515 EFTA 00123995 EFTA01269199 CONFIDENTIAL Account Type: Account Nutnber: Sign. Req. Date: Address: Tel: Name: Financial Suategy Group, Ltd. _..E : Name:. n „--- SSN: ID Type: No: Name: SSN: ID Type: No: Name: SSN: ID.Type: No: I/We hereby aetneatalse 'Avian maim! the Deposit Account Agramenh the. Ant. Bancorp Information Skating and Privacy Polley. and the product rates sad foes. Prepared by: Authorized by 10IB 7/2002 NNS-000I InStructio for completion Please print this fourt 3 limos and complete in triplicate in blue or black ink. Please insert the name of the company.or the account title under account !WM Please print the name of each authorized signatory to the account together with a sample of their signature in each field under name. If tbere are more than tour signatories please use additional signature ea.-ds as necessary. Me Bank will complete the remaining fields. *Important* Please provide each signature card in triplicate with the original signatures (no photocopies). PirstBank Is a subslalkoy (Mrs Bancorp (ATM PAP SDNY_GM_00013353 CONFIDENTIAL FirstBankPR000516 EFTA 00123996 EFTA01269200 Account Type: Account Number: Sign. Req. Date: Address: Tel: Name: Financial Strategy Group, Ltd. EIN: Name: le Epst ....-r---' .....-e--- a1(...............„....) SSN: ID Type: No: Name: SSN: ID Type: No: Namc: SSN: ID Type: No: We hareby aclomwitdge bawds saved the Dcposit Account Agramccd, tla First NOGG, Information Sharing and his!" Policy, and ihe product nies and fas. Prepared by: Authorized by. NA IOIE 7/2002 NNS-0001 Insouctions for completion Please print this (MT 3 times and complete in triplicate in blue or black ink. ,Please insert the name of the company or the account title undcraccount name. Please print thelleThe of each arnhorind signatory to the account together with a sample of their signature in each field under name. If them are more than four signatories please . use additional signature cards as necessary. The Dank will complete the reresining fields. *Important* Please provide each signature card in triplicate with the original signatures (no photocopies). CONFIDENTIAL CONFIDENTIAL FirstBankPR000517 EFTA 00123997 EFTA01269201 Y4L. • Virgin hlands miSorN1w4 2-74* 7.747fiv.:V, vc I, the undersigned Secretary, hereby certify to FirstBank, that at a meeting of the Board of Directors of Financial. Strategy Group, Ltd. ("Corporation') a corporation organized and existing under the laws of U.S. Virgin Islands duly called and duly hold on the 9 day of May 2014 the following Restitutions-were du& adopted; and that the said Resolutions have been entered upon the regular minute books of the Corporation, are in accordarce with the By-Laws and are now in full force and effect. 1. The. Officers of Corporation, or any one or more of them, are hereby authorized to open a bank account or accounts from gime to tme with FlrstBank and its subsidiaries and affiliates (each being hereinafter retorted to es 'Bank') for and in the name of CoirporatIon with such title or titles as he or they may designate. 2. The President and the Secretary (Indicate try TO, person(s) ennoraead, e 9., PresCen , Treasurer, Bookkeeper. etc.) • of Corporation, signing singly (Rat pt.rpota of StertIrg items, InOcatto e.g., stagy, gay two etc) and their successors and any other person hereinafter authorized by any means to sign on behalf of Corporation ('Authorized Person(sy) are hereby authorized - to sign, by hand orby facsimile (Including, but not limited to, computer generated) signature(s), checks. drafts. acceptances and other Instruments (hereinafter each collectively referred to as "Item(s)'). Notwithstanding the above,- any Authorized Person is authorized singly to: (1) Initiate Automated Clearing House CACH') debits without a signature; (2) initiate• payments by use of Depository Transfer Checke(:a:1TC') without a 'signature other than the name of Corporation printed on the OTC; or (3) give Instructions, by means other than the signing of an Item, with respect to any account transaction, including, but not limited to, the payment, transfer or withdrawal of funds by wire, computer or other electronic means, or otherwise, or of money, credits, Items or property at any lime held by Bank for account of Corporation ('InstructIons'). 1. Bank is hereby authorized to honer and pay Items, whether 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. Bank by Corporation and other orders, DTCs, ACHs,. and Instructions, given singly by any Authorized Person. Bank Is further authorized to-honor and pay DTCs, ACHs. Instructions, and other orders given singly by any Authorized Person, including such as may bring about or increase an overdraft and such as may, be payable to or for the benefit of any Authorized Person or other Officer or employee individually, without inquiry as to the circumstances of the issue nce.or the disposition of the proceeds thereof and without limit as to amount, 4. Bank Is hereby authorized to accept for deposit, for credit, or for collecton, or othenvlse, items endorsed by any person or by stamp or other impression in the name of Corporation without inquiry as to the circumstances of the endorsement or any tack of endorsement or that disposition of the proceeds. 5 Tho President of Corporation, signing pokes by T!se pitscn(3) IOV,crized to feta Tear,. Advance. etc., a Q., Preskrent. Vice Proscierz Trelaurer, eta) singly • Incicate hOed Notes, etc. We le be signed, e.g., 'Jogai soy Me, etc.) arc hereby authorized to effect loans and advances and oatain credit at any time for Corporation. from Bank (and guarantee om behalf of Corporation.the obligations of others to Bank), secured or unsecured, and.for such loans anti advances and credit and guarantees to make. execute-and deliver promissory notes and other written obligations or evidence of Indebtedness of Corporation, applications for letters of credit, Instruments of guarantee and Indemnity and any agreements or undertakings, general or specific, with respect to any of the - • -- for. hp Achtimant of leans. advance& indebtednesS, guarantees and Iabilitles.of, or credit given to, Corporation or .• 7 71.t . .4..r!!..urh reenent to. endorse and rz3ttitc,' CONFIDENTIAL SONVGM00013355 CONFIDENTIAL FirstBankPR000518 EFTA 00123998 EFTA01269202 9 Corporation agrees to be bound by the Terms and Conditions for Business Accounts and Services, as well as any signature card, deposit ticket, checkbook, passbook, statement of accoun:, receipt Instrument, document or other agreements, such as, but riot limited to, funds transfer agreements delivered or made available .to Corporation from Bank and by all notices posted at the office of Bank at which the account of Corporation is maintained, in each case with the same effect as if each and every term thereof wore set forth in full herein and made a part hereof. 10. The Officers of Corporation or any one or more of them are hereby authorized to act for Corporation in afi other matters and transactions r6aUng to any of its business with Bank Inducting, but not limited-to,the execution and delivery of any agreements or contracts necessary to effect the foregoing Resolutions. 11. Bank Is hereby released from any lability and siva'_ be indemnified against any toss, liab.lity or expense arising from honoring any of these Resolutions, 12. Subject to paragraph 8 above, each of the foregoing Resolutions and the authority thereby conferred shall remain in full force and effect until written notice of revocation or mcdincation by presentation of new Corporate Resolutions.and signature cards shall be received by Bank; provided that such notice shall not be effective with respect to any exetise of sakl authorities until Bank shall have had a reasonable opportunity to-act thereon and in no event prior to the receipt.thereof nor with respect to any checks or other instruments. for the payment of money or the wandrawal of funds dated on or prior to the date of such notice, but presented to Bank after the receipt of such notice. The Secretary or any Assistant Secretary or any other Officer of Corporation is hereby authorized and directed to certify, under the seal of, Corporation or not, but with like effect In the latter case. to Bank the foregoing 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 their respective signatures. Bank may conclusively assume that persons at any time codified to it to be Officers or olherreprosontallves.of Corporation continue as such until receipt by Bank of written notice to the contrary. I FURTHER CERTIFY that the persons herein designated as Officers of .Co-poration have been duly elected to and now hold the offices In Corporation set opposite their respective•names and that the following are the authentic, official signatures of tho.sald respective Officers and of the named signatories who are.not Corporate Officers, to wit: • Name (Typewritten or Printed] Jeffrey Epstein ) Darren Indyke - Richard Kahn. Office President Vice President Secretary Treasurer Ct.k.cor 110,4 galm, IN WITNESS WHEREOF, I have hereunto set my hand as $ecretary and affixed the seal of the sald Corporation this ••Attest (Second Officer) Secretary day of CONFIDENTIAL SONY_GM_000 13356 CONFIDENTIAL FirstBankPR000519 EFTA 00123999 EFTA01269203 GOVERNMENT OF TEA:VIRGIN ISLANDS OF THE UNITED STATES OFFICE OF ME LIEUTENANT GOVRRNOR DIVISION OF BANICWIO AND INSUMNCE cEntitEttaot moms= Thins to certify that in accordance with Tile 9, Chapter 25, Subchapter I of the Virgin Islands Code, whichprovides for the regulation of the business ofIntetwailonal Banking Entitled in the Virgin Islands, FINANCIAL STRATEGY GROUP; LTD. t/6100 Rod Rook Qfrs Suite B3 St.Thomas, VI 00802 has filed to this office all the documents,reqtated by law, has complied with the terms of its Incorporation and lasts of the Virgin Wands, and has fiintished.satLybetoty evidence of such charaCter as to entitle it to 0onduct business as a: INTERNATIONAL BANKING ENTITY Host; Therefore, I, John D. MiLlonald, Director, in pursuance of the authority vested in me, do hereby authorize the above-named entity to transact business in the Virgin Islands of the United States. This C'ettlficytte ofitoensure is valid from January 1,2015 to beeestilier 31, 2015. Renewal of this Certificate olLicensure trsequired annually upon ewirallon as of tile 31° day of &caliber, and it may he suspended or revoked as provided by law, 4,4\ nliki(4, vSk ' ke l.\ t Opi • OYA4 (14\r/171 4 tr. 61 4) , A to fits: '14 %!..7 • vta ..sr FEBi. $10,000 Chien under this Seal ql the Government of the Virgin Wands of the United States, at Charlotte Amalie, St. Thomas, this 22id day of DECEMBER, 2014. Q,:sst (SIM D. MCDONALD )keotor Division of Banking and Insurance CONFIDENTIAL SDNY_GM_000 13357 CONFIDENTIAL FirstBan k P R000520 EFTA 00121000 EFTA01269204 Commercial Checking Sign. Req. ICOM 1 • Dale: rTh.VIS' 6100 Red Hook Quarter II) Home: St. Thomas, VI. 00802 Work: Name: Southern Country International LTD SSN: ID 'type: No: Name: Suporsoding-Curront-Ronon . r) Vr O SSN: ID Type: No: Name: .43,- Data:21241L. initial. SSN: ID Type: No: Name. SSN. ID Type: No. Me hereby acknowledge having received the Deposit Account Agreement, the First BanCorp Inforniation Sharing and Privacy Policy, and the product rates and fern. Prepared by I.Ocerge Authorized by: Commercial Checking Sign. Req. ICOM Date: 01/02/IS 6100 lied I look Quarter BI Home: St Thomas, VI. 00802 Work: Name Southern Country International UM SSN: ID Typo. No: Name SuperscdIng•Current-Ruason inn %1X- SSW: ID Type: No: Name: Ckall57--.} 21921IL Date' • -L. Initial* SSW: Jo my: No: Name: pppyyyNo: SSN: ID Type: //We hereby acknowledge having received the Deposit Account Agreement, the Full BanCorp Information Sharing and Privacy Policy. and the product rates and fors Prepared by .1.George ( Authorized by CONFIDENTIAL SDNY_GM_00013358 CONFIDENTIAL FirstBankPR000521 EF1A_00124001 EFTA01269205 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 CM 1020.230). IA Person opening an account on behalf of a legal entity must provide the following Information: aill. 1. S Name and title of Natural Person Opening Account JEFFREY 4. Name and type of Legal Entity for Which the Account is Being Opened SOUTHERN COUNTRY INTERNATIONAL LTD. 2. Last Name EPSTEIN 3. Middle Initial 4a. Legal Entity Address 6100 Red Hook Quarter 83 I 4b. City St. Thomas 4c. State USVI 4d. ZIP/Postal Code 00802 SECTION .I (Toadd additiOnn)individuala See page 3) Please provide the following information for an individual(s), if any, who, directly or indrectly, tivough any contract arrangement, understanding, relationship, or otherwise owns 20% or more of the equity intoretts of the legal entity listed above. Check here U If no Individual meets this definition and complete Section II. 5. lil Name Jeffrey 6. Last Name Epstein 7. M.I. E 8. Date of Birth 01/20/1953 8. Address 6100 Red liook Quarter 63 10. City. St. Thomas 11. State USVI 12. ZIP/Postal Code 00802 13. Country USA 14. SSN (U.S. Persons, Norttl.S.Persons) 15. Identification Number (SSW,, Passport Numberor Other sinter kientiboonnumb04 13a. State of Issuance: USA 15b. Country of Issuance: USA 16. Ownership % 100 NOTE: In Ifeu era passport number, Non-U.S. Persons may also orovide a Social Security Number, an alien identification card number, or number and country of issuance of any other government.; sued document evidencmg nafionahly or residence and bearing a photograph or singer safeguard. SECTION Ii Please provide the following information for an individual with pianificant resoonsibility for managing or directing the entity, including, an executive officer or senior manager (e.g., Chief_Executive Officer, Chief fInandal Officer, Chid Operat ng Officer, Managing Member, General Partner, President, Vice President, Treasurer); or My other individual who rogulady pedotms similar functions. 17. First Name Jeff:Ill 18. Last Name Epstein 19, M.L E 20. Date of Birth 01/20/1953 21. Address 6100 Red Hook Quarter 83 22. City St. Thomas 23. State USVI 24. ZIP/Postal Code 00802 25. Country USA 26. SSN SSN (U.S.Persona f Non-U.S. Persons) 21. identification (SSNPasspcitNumberOtolheraintar 2Ta. State of Issuance: USA 27b. Country of (nuance: USA FICITC: in Neu of e passport number, Non-U.S. Persons may arso provide a Scowl SocudyNumber, an ellen identification card number, or number and country of Issuance of any other government-issued document ;dancing naHonaMy or residence and bearing a photograph or similar safeguard. I, JEFFREY E information p financial ins Sigel's= NNNO.1618-0418 CONFIDENTIAL IN (no of person open! tided hereini true and Mien written no mend, hereby certify, to the best of my knowledge, that the yof the above Mentioned Information changes I agree to provide the es. OXI IL orterocirtrrn CONFIDENTIAL soNy_wm643359 FirstBankPRO00522 EFTA 0012400? EFTA01269206 Legal Entity !demi tier (Optional): CONFIDENTIAL SO NYdlk4e 6103360 . CONFIDENTIAL FirstBankPR000523 EFTA_001 24003 EFTA01269207 AMENDMENT TO THE ARTICLES OF INCORPORATION OP FINANCIAL STRATEGY GROUP, LTD. We, the undersigned, do hereby adopt the following amendments to the aftwassugragi Article I shall he deleted in its entirety and amended to read as follows: ARTICLE I Corporation (hereinafter referred to as the "Corporation") 18,90851PMAIWIKeniftkilbi mstarstvornionowitt Ankle TV shalt be deleted in its entirety and amended to read as follows: ARTICLE TV The total number of shares of all classes of stock that the Corporation is authorized to issue is fOne Hundred Thousand (100,000) shares of common stock at $5.00 par value and One Hundred Thousand (10000) shires of preferred stock at 81.00 par value with an 8% coupon. The minimum amount of capital with which die Corporation will commence business is. One Hundred Thousand Dollars (8100,000). CONFIDENTIAL [signature page follows) CONFIDENTIAL• SDNY_GM_00013361 FirstBankPR000524 EFTA_00121004 EFTA01269208 TERRITORY OF TEE UNITED STATES VIRGIN ISLANDS ) DISTRICT OF ST. THOMAS AND Sr. JOHN our mines this iSt t day of March, 2015. Richard Kahn, Treasurer The foregoing instrument was acknowledged before me this _____ day of March, 2015, by. Jeffrey E. Epstein. STATE OF NEW YORK • COUNTY OF NEW YORK Notary Public tih The foregoing instrument was acknowledged before me this I c•—) day of March, 2015, by Darren K. Indyke and Richard Kahn. C494-akktailth Notsuy Public NARK AVOW NOTARY PUBLIC-STATE OP NEW YORK No. RIAV6E1.3/16 Qualified In Richmond County My Conunlulon Dplros 0:±cloto/t 14, NH CONFIDENTIAL SDNY_GM_00013362 CONFIDENTIAL FirstBankPR000525 EFTA_00121005 EFTA01269209 Mr:2n Wort. I. tie undersigned Seaesary, hereby ce.ftIfy to FirstBank, that et a meant) of the Board of Directors Of Corporate Resolution Southern Country international LTD (tow:onion" e oorpontko organized end existing under the laws of U.S. Virgin Islands • • duly opted and Oily lend on the - 2 . day of • the following Resolutions were duly adopted, and that rhe • sad Resolutions have been °rano upon the regular minute kooks of the Corporation, are In accordance with the By-Laws end are now in lug force and effal. RESOLVED: 1. The Officers of Corporation, or any one or more of them, ere.hofeby authorized to open a bank account or accounts from lire to time with rkstBank end as stibildiartes and anktatos (each being hereinafter referred to es 'Bank) for and In the name of Corporation:with such tale or Mies as he sexy may designate. . . 2. The President and Secretary takeebylae renionsHankonses oe,Presisant Traware. llocartitto Wci of Corporation, signing ' slot tree omen a .inecste ". • ' and theft successors and:any other Person hereinafter authorized by any Means to sign. on behalf of Corporation (Authorized Perion(iT) are. hereby authorized to Sign, by hand or by facsinalo (Including, but sal limited 10, computer generated) signature(s). Macke, drafts, • acceptances and Other instruments thereinafter each collectively refuted tO as item(s)). Notwithstanding the above,' any Authorized Person Is authorized singly to:' (1) Initiate AutonuMed Clearing House (ACK" aotriteinthout a signature; (VMal ' e *Imam er s use of Dopos tory Transfer CheOks cDTC') without a signature other than the name of CorpOrstion printed onthe D C: or (a) glue Inerrant:M., by means other than the :Signing of an Item, with respect to any account transaction, blending. but not tinted to. the payment. transfer or withdrawal of fonds by wire, computer or Other electrOnle cogent,. orotherwise, or of•money, crocks, lens or property at any lime held by Bank for account of Corporation rInstruClatn. . • 3. •Bank Is hereby aCtborltild..10 nonce-end par Items. whether signed by hand •ce by facsegle (Including, but not limited to, computer generated) sIgnalaral) If the actual or purported thcalmile signatures(s), regardless of how or by whom affixed. resembles the specimens • Ned with Bank by Corliotalthin end other orders. Urns. ACHE, and Instructions, given &NA by any Authonzed Person. Beak I. further authorized hp honor and pay OTC'. ACIfe. Intirocada, and other orders Oven singly by spy Authorized Person, !Wading such as may bring about or thanes an.oventreft and such as may be payable to or for to benefit of am AuglortzeoPerson or Other Officer or employee irdlefelallY. without IngokY at to the &andantes of the Issuance Co the disPOsidOn of the proceeds thereof and without lmu as to amount • • . 4. Bank is hereby authorized to accept for deposit, for anal,. or (or coliedlOO, OrOlhenslis, items endorsed by any person or by stamp or other impression In the name of :Corporation without inoulry at...th the circumstances of the endorsement or any tack of endorsement or the disposition of the proceeds. ' ' 5. The President Oates by-1 o t‘reentoeithertnd sereled losisawarynces. alo.sg..hssicisalAirearssidont trwtrow. Of Corporation, signing arc* . • • Watt hay/NO...Ma iMasionect e*. anaq fat MIA IMOI • are hereby authOrtOd to elect thane and advent:ea and obtain omelet any lime tot. Corporation from Bank (end linonthiell 00 Well be' Corporation the Otligalfons of often to Bank), secured or unseated. and for such loans and athences and craft anctguaranktere 10 Mak execute and deihmr.prornissory notes and other wriften algatiorts Cr evidence of indebtednela of ,Cetpgrelkin. applicaSonslOrletten.C4 Crectl. Instruments of guarantee and indemnity and any - agreemats or undertakings. -general or speak.. with 'respect to any Of the foregoing, and es security falba payment of.therni. advances, Indebtedness. guarantees and SablaleS of, oreaMt guano, DerPeretiOn•OC others to pledgehypotheotte, mortgage, sedge„tronsfer, grant liens and sectultylniereste in, gale rights-with respect to, endorta;arld, delver prepay of any descapan, real or personal, andiany Interest Moran and erldenoe of any thereof a any erns held-by Corporation,' and tommorth mortgagee, deedsof hist, easityagramente,. Instruments of transfer. actor:trent or pledge; Powere of attorney and Other- agreements or Instrumena.whach met be noon/wry or desirable In connection therowIth: and she to. tell o,-or discount with Bank, commercial paper, bits recetabkr, sosounts recalvebee, Maki. bonds 'or spy other SeCtriCas or property et any lilts held by.Corporagon, and to that end to endorse. etardn:hensferend delver Me arms; to execute and deliver Instruments or egrannonts of subordination end assignment satisfactory to'ftrank and alsologIve any orders of consents for the delivery, sale. exchange or other disposition of any property or Interest therein or evidence t hereof bonging to Corporation end at any time In the hands of Bank, whether as collateral or otherwee and to execute and dna* aside other agreements. Instruments and document, and to to such other acts and things ae.may te necessary or desirabie or required by Bank in connection with any of the foregoing and Bank Is hereby authonzed to honor, accept and exoalte any of the transaction dearibalaoove. 8. . All eau. discounts and advance* heretofore obtained on behalf of Corporation and all notes end other oblIgstlons or evidences thereof of Corporation held by Bak ere hereby ipproved,•rataled. and confirmed. • • • 7. Corporation. does hereby give to Bank a continuing ten for the amount of any and all fall*, add obigatlons cf Caporstlog to Bank and _claims of every nature and deadpan. of dank against Corporation. Whetter now existing or hereafter Incurred. originally contractedwItp - Bonk and/or with another or others arid.now or bantathlr oxlip to.or Acquired in ar.y Tatlariby 13antr. whether convected by Corporation alone or jointly softy...versify WithenOther Or Others. abiders or contingent. secured or unsecured, matured or u-nesatured upon any and ad moneys. securities and,bny.and as other property of Corporecon and the proceedsthereof. now or hi:realer WM, or constructively heider received by transit In spy OWES tO or MOM PO* Its oorreSpOridepta ornate@ from or for Corporation, whether for safekeeping. . custody, pledger mtharroslon. collation of cither‘lea corning Into the poueopron of eank In airy way.-behlt shall oleo novo a clam of set-oft for the arnount•of the obligations. and Elm* miyet any time or limes end without notice apply Corporation's deposits (general or special). • .Corporationsecreditt wary Bank. or Cgrpoafcn's claims against Bank, or any parts thereof, to Such obligations and In such amounts as Bank may elect althorigniaid obi/pitons may be contingent 9t unmatured and whether say collateral therefore 4 deemed adequate or not. 8. h case of conflicting cisiMser disputes, or doubt ell Bank's part as to the validly. extent. morrodion. revocation or esarcise or any of lea butratiflgea herein contained 'Bank-may but need not recognize nor give any effect to any notice from any Orrice; 9r from' eny othor arson, purpottng to cancel,cestrict or.challge any of said authorgios, or the.exercise thereof, unless Bonk 4 required to do so by the Judgment, Cease or order of a court havinglonediction of hesublet/ maw and of the parties to such conflicting ctalms.or deputes. Preaom Virt.n Istintaig ANO:wr hruflorge Hurt, RV) Ilwitnar04014 'CONFIDENTIAL CONFIDENTIAL SONYGM00013363 FirstBankPR000526 EFTA_00 124006 EFTA01269210 Jeffrey Egsatin . 9. Cornmeal agrees to be bound bY the Temeseerd Conditions for BusinessArtoountt end aerates*: is viol as any signature card, deposit Scat. cheabook passbook, statement of sesooterieOelpt Instrument comment or other apnea:Int such as, but not limited to, fends transfer agreements, delivered or made mantas to Corporation from Bank and by ea notices posted et Me olice,of Bank Si whICh the account of Loretto:on is maintained. In each case Wit the same effect a If each and every term thereof were set forth In as herein and made a parthereor, 10. The Officers of Corporation orsiny one or more of thorn are hereby authorized to ad (or Corporation In al other molten and 'Moncton, relating to any of its bostnees widi Sankt:eluding, but rot limbed to, the ekecuson end dot/very of any agreements nr ton:note necessary to effect ine foregoing Realutions. 11, Bank it hereby released from any balk end shall be indemnified ageing any loss. lability or expanse ensing from honoring any of these Resolutbns. • • • 12. Subfrict to paragrantr, a above,eaOh of the foregoing Retiorulens and the authority thereby conferred shah remain in full tote and effect until ' written notice a revoo0bmor mediliCebon by presentation of new Corporate Resolutions and signature cards shut! be received by Bank; Proyided that such notice shell not be effective with respect to any exercise of said authorities untl Bank shell have tied a-reasonable opportuntly to ad thereon and in no event priest* the motet thereof nor lath respect lo any checks or other Instruments, font* payment of money or the withdrawal of 'funds deted on or prior to the date of such mere, but presented to Bank alter-the receipt of such ago:, The Secretary or any Ass:Alan! Slattery or any ether Other of Corporation Is hereby authorized end directed to certify, underlie wet of Corporation or not, but' sigh Ike sffect in the letter one, to Bonk the lixagOing Resolutions, the names of Pie Officers and other representatives of Corporation end eny.changse from Lime to time Intro up Offreert and represeMallees and epechnons of thelprespedive signatures. Bank may condos:sly assume Pat persons at any time certified to It to be Officers or other representatives of CoTorstion continue as such until receipt by Bank of written /Wee to inecontrery. FURTHER CERTIFY Mat the potions herein designated as Officers of Corporation have been duly elected to and row hold theoffices In Corporation set Opposte their respective names and that the following are the authentic, orboal signatures atria said respective Mans end of the lamed signatories who are not Corporate Officers,. to wit - Name gypewrittert of FM(110) Prosidont Nice Protlirlent Secretary Treasurer Oaten Mdyke _Sialiard Kahn IN WITNESS WHEREOF, I haehoreunto set my band es Secretary end affixed the 'sato( Me sold COPoaden dels ^..Ate n day of Ills the...6r • _45_12.. • Altai • Note: In case the Secretory Is authorized to sign by the above Resolutions. this cart cats should be attested by a second OfIcor of Corporation. ft.:meth-4:CA: CONFIDENTIAL SONY_Ght_UCO 13364 CONFIDENTIAL FirstBankPR000527 EFTA_00124007 EFTA01269211 Virgin Islands We hereby certify Mal.at a Meeting of the Board of Directors of Corporate Resolutions For Telephone/ Telox1Facsimilo/VVritton Instructions Southern County International ITS A company duly organized and ex:sting under the laws of u.S.virgin Islands Held at on the Ka day of .b.e.CaUnalakki , 20 1C IT WAS RESOLVED 1. That the company issue in favor of FIrstBank (the 'Bank" a Corporate Authorization and. Indemnity Agreement Fcr Telephoneaelex/Facsimile/VWItten Instructions In the form required by the Bank, a copy of *will kalphatialg been to and approved by the Board of Directors Richard-Kahn, lirea- ura/ 2. That Jeffrey Epstein, Pres/dent Darren Indyke, Secretary t . ploy Any anti &vperinfr MO EO and / Of net t"."^JOSFOrOf us) bo authorized fo execute the said Aithorization 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 this day of .16e-L-t-4bav , 20. t JC . C. C. eit Vn I S Nem anefThs t.\ T".:. superimmne-Cwwrit-Ito"—t c k 4n5e. thatclia 21isInit41 • Sena One gOtiffan. VoolLOOfeff a s Palma le 1wIl Ayr., Rber soeisznsobn -CONFIDENTIAL SONY_GM_00013365 CONFIDENTIAL FirstBankPR000528 EFTA 00124008 EFTA01269212 First Bank Virgin glands • Corporate Authorization and Indemnity Agreement For Telephone/Telex/Facsimile/Written Instructions 1. Agetorthation 'The . undersigned hereby requests and authorizes AralBank (Me 'BOO 10 song and rod upon sly Insthudions flratillions, delivered by telephone or telex or written or facsimile trans rtnon famn or thaptatedly ;teen by a person or persons authorized to transact Often with the Bank as shown on the corporate resokfte or other evidence or actrice of authorky from so time maintained In the records of Pre Bard 2. No IOW/ Of Bp mot. The undertligned accepts the risk that Instructons may be given by an unauthorized person and agrees !ha the Bank vAll have no lkiblity cr reapanaiblity.fcre acting in accedence with any Instructions, whether or not genuine or duly authorized - 'The Bank snall have no kebay or reeponstiety for any misunderstandings ring MA of any telephone Instruct/me 3 SeSy! The security procedure agreed upon for verifyirg the authentalty or inner:dons Is a call rock to any of the following i :whether or not such Indlukktel hat trikeled any sod, transfer. (The Bark recommends that the persons defignated - below ohould.n0t be persona who generaky Issue Math:Cams. Whenever ponthea, the Bank wit endeavor to cal someone other then trof Issuer of the Instrucifonst) name and Title :Ye D0OR_ 95ennan ReCuantaN . 9--ChD i et Oh() -T{e05( Nycen ancKp - .Scese-inas Telepnone.fiuMbef dude coanuldMae Ale:natively, al the Bank's option, the cell back may be made lo any person designated on the signature cards or any other amount documentatiorey on file with the Bank for the Undersigneda.aMounIti as authorized to bait Instructions or ethernet° knead Matron on such account. In /Minion to cal beck, the panda agree that for Invuotions received by facelift transmitscon, or In Wing, the Bank me determine whether the lastrudions Perport to bear the signature of any.kwintluef Whoa deskausled on the current Stardthire cards other aCC°Vni accumontaton on ffie With .the Dank for the undersigned's acCoure(s) as authorized to Issue Inabuctions or otherwise transact business on such accounts. The security procedures and other terms. Opecilled in this Agreement also apply to amenenents and cancels:ions of instructions. It Is understood that these security procedures are designed to verify the auditor/1dt,, end not the corredness, of Instructions. The Bank may, el kronen. Ina/ (electiondelly a otherwise) any cell bock made Pithltient to this Agreement, any thernicaions or other instruction. pen by telephone and any other telephone discussions rotating to Inatructions. The undersigned agrees that'll* rights and dukes and those of the Bank hereunder Oak be Governed by the terne.of the Bank's Account . Terme are CceldidCalajaa ay be amended from time to time) amecebte to the undersignecre accounts at the Bank. The undersigned agrees met the soCuritytrocathses set forth heroin constrarie a derrne.-elaty reasonable method of proteding Pearly against unetarkatted instructions. The undertIgnad agrees to be bound by any than:coon, whether or not authorized, Issued In the underalgrtedeneme and • - accepted by the Banta' oomplime van the security procedure sal fell herein end the tmdersigoedegrein to lodemnIfy and Ned Me Bank'. harness from any loss suffemd ce entity hand by the Bank In, or arising tom ha Elinice evedaion of Instructions- beloved by me Ed* in good frith to have been gleen (or aped In the case of any facsimile transmisbn) Cy a peace authorized as provided above, provided the Bank has trampled web such security procedure. • 4. 44 malt io Act. tits' understood that the Bank shall have no obligation fo execute any Instrudion unless and grata such Insult:don is genet/In accordance with the security procedures alt forth herein, and the undersigned will Indemnify And hold the Bank herniate:en Orly less suffered or Italottty incurred by the Bank St refraining from processing an Irtstrutson antral reasonable °Wong lo verily such Insbuchon In accordance wen des agreement have faked or In delaying the elabbcd00 or an Instruct/0k lull such imaceden Is obtained Upon ramie the undenrigned the Bank may also, at IM option; refuse to execute any InethucCon or part-thereof for.any other (6660fIwIthoutincuvIng any ravens/Ay for any loss badly or expense arising out of such refusa- l. Indiannitv. The tmdeesigned agrees to Indemnify me Bank, Ills affiliates, subsidiaries and their direclorl.Ofacers, Mpretentatives and agents on demand for as losses, Calms, damage* or expanses (Inducting teed Ian and disbursements) which It or any of them may suffer or Incur In oOnnacaon with this Agreement Inch/ding, but not limited to, acting or refusing to act on any Telephone or Teem or Facann.or Written Inetrucrion, whether or not genuine or owauthorized. Our confineed nuance of Transfer Instructions Mowing our receipt, execution end return of this letter xi the bank coil COstelltute our agreement to the security proCedurn and other terms specified herein. s -i ,sc„, ; eat -ens ictinCh ineme(a) and Tilfall) ryazamt vivawards or e &fun o. 'nab* A.ta? Rca CONFIDENTIAL SDNY_GM_00013366 CONFIDENTIAL FirstBankPRO00529 EF1'A_001 24009 EFTA01269213 FINANCIAL STRATEGY GROUP, LTD. CONSENT OF SOLE STOCKEIOLDELIN LIEU OF MEETING Match 13,2015 The undersigned, being the sole stockholder Ride' 13 of the Vugin s p o o, commonly kno as c en orporatton Law of the United States Virgin Islands, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: 071TNESSETH; WHEREAS, in order to comply with the requirements of.1.1,S, Virgin Islands law applicable to the corporate names of Intemadonal Banking Entities, the Bmird of Directors has determined it is necessary to change the name of Me Corporation; WHEREAS, Article IV of the. Articles of Incorporation of the Corporation currently provides as lotion "The total numberof shares Glad classes of stockAiat the Corporation is authorized to issue is One Million opopooy shares of conirnan rtockat$5.00 par Value; no preferred stock auth0tiauf The minimum amount of capital with which the Corporation will commence business is Five Hundred Thousand Dollars ($500,000.00)" WHEREAS, the Board of Directors has determined that it would he in the interests Of the Corporation to decrease the'number of authorized shares of Common Stock, $5,00 par value (the "Common Stock"), and authorin 100,000 shares of a separate class of preferred.stock haviog a par value of $1.00 per share and an B% coupon, with such other designations, rights, preferences, privileges, limitations, and restrictions as may be designated by the Board of Directors in resolutions. adopted by the Board of Directors. at a future date (the "Preferred Stock"); WHEREAS, in accordance with the provisions of S91, Subchapter V, Title 13 of the Virgin Islands Code, the Board of Directors has determined that reducing the number of authorized shares of the Common CONFIDENTIAL SDNY_GM_00013367 CONFIDENTIAL FirstBankPR000530 EFTA_00124010 EFTA01269214 Stock u.aforossid and authorizing 100,000 shares the Preferred Stock as aforesaid are under the current ciscumstanceafait and equitable to the sole stockholder of the Corporation, and the Board has acknowledged its obligation to detetmite that any designations, rights, preference& privileges, limitations, and restrictions that may subsequently Abe adopted by the Board with respect to the Preferred Stock must under the circumstances prevailing at the time of adoption of a resolution authorizing the same be fair and equitable to the sole stockholder of the Corporation; WHEREAS, in order to change the name of the Corpoottion from Financial Strategy Group. Ltd. to Southern Country International, Ltd., decrease the.number of.authorized shares of the Common Stock and authorize 100,000 shares of the Preferred Stock it his necessary to amend the Corporation's Articles of Incorporation to provide for the same; and • WHEREAS, in accordance with the provisions of $222, Subchapter VIII, Title 13 of the Virgin Islands Code, the Board of Directors is required to submit and has submitted its proposal to amend the Corporation's Articles of Incorporation as aforesaid to the vote and approval of the sole stockholder of the Corporation: NOW THEREFORE BE IT: RESOLVED, that sole stockholder of the. Corporation does hereby approve the proposal of the Board of Directooi to amend the Articles of Incorporation of the Corpontionto accomplish the following objectives: (0 To change the name of the Corporation. from Financial Strategy Group, Ltd.. to Southern Country Intemstional, Ltd. (2). To reduce the total number of shares of the Common Stock that the Corporation is authorized to issue from 1,000,000 shares to 100,000 shares, and (3) To authorize the Corporation to issue 100,000 shares of the Prefared Stock, said dines of the Preferred Stock to include 'such designations, rights, preferences, privileges, limitations and restrictions as may be hereafter designated and, adopted by a subsequent resolution of the Board of Directors without any further consent required of the sole stockholder of the Corporation, provided that in connection with any such subsequently adopted designations, rights, preferences privileges, limitations and restrictions, in accordance with pi, subchapter v, Tide 13 of the Virgin Island Code, the Board of Directors specifically determines that under the circumstances prevailing at the time the mune are adopted, such designations, rights, preferences, privileges, limitations and restrictions are fair and equitable to the sole stockholder of the Corporation; and it is further CONFIDENTIAL CONFIDENTIAL SONY GM 00013368 FirstBankPR000531 EFTA_00 2401 I EFTA01269215 7Th CONSENT OF THE BOARD OF DIRECTORS OF FINANCIAL STRATEGY GROUP, LTD. The undersigned, being all of the Directors okijimESS tiiilipAkthaaaairsi liaja cjv Corporation ('ithe Corporation"), do hereby consent, in lieu orhTii ii a meeting, to the adoption of the following resolutions and the raking of all actions requited or permitted thereby: WITNESSETH: WHEREAS, in order to comply with the requirements of US. Virgin Islands law applicable to the corporate names of International Banking Entities, the Board of Directors has determined it is necessary to change the name of the Corporation; WHEREAS, Article IV of the Articles of Incorporation of the Corporation currently provides as follows: "The total number of shares of all classes of stock that the Corporation is authoriZed to issue is One Million (1,000,000) shares of coirunon stuck at 8500 par value; rio preferred stock authorized. The minimum amount of capital with which the Corporation will commence business is Five hundred Thousand Dollars ($500,000.00)" WHEREAS, the Board of Directors has determined that it would be in the interests of the Corporation to decrease the number of authorized shares of Common Stock, 55.00, par value (the "Common Stock") and authorize 100,000 shares of a separate class of preferred stock having a par value of $1.00 per share and an 8% coupon, with such other designations, right; preferences, privileges, limitations, and restnctions as may be designated by the Board of Directors in resolutions adopted by die Board of Directors at a future date (the "Preferred Stock"); WHEREAS, in accordance with the provisions of §91, Subchapter V, Tide 13 of the Virgin Islands Cock, the Board of Directors has determined that reducing the number of authorized shares of the Common Stock as aforesaid and authorizing 100,000 shares the Preferred Stock as aforesaid are under the current circumstances fair and equitable to the sole stockholder of die Corporation, to whom the proposal to so reduce the number of authorized shares of the Common Stock and so authorize 100,000 shares of the Preferred Stock will be submitted in any event, and the Board acknowledges its obligation to determine that, any designations, rights, preferences, privileges, limitations, and restrictions that may subsequently be adopted by the Board with respect to the Prefetred Stock must under the circumstances prevailing at the time of adoption of a resolution authorizing the same be fair and equitable to the sole stockholder of the Corporation; CONFIDENTIAL CONFIDENTIAL SDNY_GM_00013369 FirstBankPR000532 EFTA 00I24012 EFTA01269216 WHEREAS, in order to change the name of the Corporation from Financial Strategy Group, Ltd: _1 to Southern Country International, I.td., decrese the number of authorized shares of the Common Stock_ S' and authorize 100,000 shares of the Preferred Stock it is necessary to amend the Corporation's Articles or" Incorporation to provide for the same; and WHEREAS, in accordance with the provisions of §222; Subchapter VIII; Title 13 of the Virgin Islands Code, the Board of-Directors must submit any proposal to amend the Corporation's Articles of Incorporation to the vote and approval of the sole stockholder of the Corporation; NOW THEREFORE BE IT: RESOLVED, that, subject to the approval by written consent of the sole stockholder of the Corporation, the following actions be taken for and on behalf of the Corporation: (1) The name of the Corporation be changed from Financial Strategy Group, Ltd. to Southern Country International, Ltd. (2) The total number of authorized shares of the Common Stock that the Corporation is authorized to issue be reduced from :,000,ono shares to 100,000 shares; and (3) The Corporation be authorized to issue 100,000 shares of the Preferred Stock, said shares of the Preferred Stock to include such designations, rights, pieferences, privileges, limitations and restrictions as may be hereafter designated and adopted by a subsequent resolution of the Board of Directors without any further consent required of the sole stockholder of the Corporation, provided that in connection with any such subsequently adopted designations, rights, preferences, privileges, limitations and restrictions, in accordance with §91, Subchapter V, 'life 13 of the Virgin Island Cod; the Board of Directors specifically.; determines that under the circumstances prevailing at the time the same are adopted, such designations; rights, preferences, privileges, limitations and restrictions ate fair and equitable to the sole stockholder of the Corporation; and it is further RESOLVED, that, subject to the approval by written consent of the sole stockholder of the : Corporation, in order to effectuate the actions approved in die immediately preceding resolution, the following amendment to the Articles of Incorporation of the Corporation be, and it hereby is, adopted sod approved: Article I shall be deleted in its entirety and amended to read as follpws; The name of the Corporation (hereinafter referred to as the "Corporation"; is SOUTHERN COUNTRY INTERNATIONAL, LTD. 11..CAIXTM , / 44444444 CONFIDENTIAL 1 SONYGPVL00013370 CONFIDENTIAL FirstBankPR000533 EFTA JX)124013 EFTA01269217 ArtieleTV shall'bedeletird in its entirety and amended co read as follows:. ARTICLE IV The total number of shares of all classes of stock that the Corporation is authorized to issue is One Hundred Thousand (loo,om shares of common stock at. 115.00 par value and Om: Hundred Thousand (100,000) shares of preferred stuck. at $1.00 par value with an 8% coupon. The minimum amount of capital with which the Corporation will commence business is Five Hundred Thousand Dollars ($590,000); and it is further RESOLVED, that the proposal to amend the Articles of Iniximoration of the Corporation as aforesaid to change the name of the Corporation. from FinancialStrategy Group, Ltd to Southern CoUntry International, Ltd., decrease the number of shares of the Common Stock which the Corporation is authoriXed to issue from 1,000,000 shares to 100,000 shares, and authorize the Corporation to i%ue 100,000 shares of the Preferred Stock be submitted to the, sole stoCkholder of the. Corporation for his approval thereof by written consent, and it is further RESOLVED, thatupon approval of the sae stockholder of the Corporation by written consent of the proposal to amend die Articles of Incorporation of the Corporation as authorized pursuant to the preceding resolutions, each of the Praident, the Secretary and the Treasurer of the Corporation be, and he hereby is, authorized and directed, for and on behalf of the Corporation, to cause to be prepared, and to execute and file with the Office of the Lt. Governor of the United State; Virgin Islands an Amendment to the Articles of Incorporation of the Comorititin effectuating such cunendments; and it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further cerfiGeates, contracts, agreements, documents, instruments, instruments of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), as in their judgment or in the judgment of any of them shall be necessary or appropriate to carty.out, comply with and effectuate tite*purposes and intent of the foregoing resoliitions. This Consent shall be filed with the Minutes of the proceedings of the 13oard of Directors of the Corporation. CONFIDENTIAL SDNY_GM_000 13371 CONFIDENTIAL FirstBankPR000534 EFTA_00124014 EFTA01269218 UNANIMOUS CONSENT OF THE BOARD OP DIRECTORS OF FINANCIAL STRATEGY GROUP, LTD. UltiatfaigggiStititakidatWililirstiangatamiklifitiliSiilarileafigait&SY Virgin Islands Corporation ("the Corporation"), do hereby consent, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all actions required or permitted thereby: WITNESSETI-I: WHEREAS, the Corporation is authorized, in its Arian of incorporation, to issue an aggregate of 1,000,000 shares of stock of the par value of $5.00 per share; and WHEREAS, on January 2, 2015, Jeffrey Epstein subscribed and paid for 100,000 shares of die Common Stock, $5.00 par-value, of the Corporation (the "Common Stock"); WHEREAS, the Corporation desires to issue the aforesaid shares of the Common Stock to Jeffrey E. Epstein; NOW THEREFORE BE IT: RESOLVED, that the corporation accept the subscription of Jeffrey Epstein, for 100,000 shares of Continua Stock, upon the terms and conditions contained in the subscription agreement, dated January 2, 2015, of Jeffrey Epstein, a copy of which -shall be filed with the official records of the Corporation; and iris further RESOLVED; that the Secretary and the President-of the Corporation be, and each of them herby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey Epstein, a certificate for 100,000 shares of the Common Stock; and it is further RESOLVED, that all of the 100,000 shares of the Common Stock us authorized fox issuance by the immediately preceding resolution shall be in all respects, when issued as aforesaid, validly issued, fully paid and non assessable; and it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is. authorized and 'directed, on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further certificates, contracts; agreements, documents, instruments, instruments of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), including, without' limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to carry out, comply with and effectuate the purposes and intent of the foregoing resolutions; and it is further CONFIDENTIAL SDNY_GM_00013372 CONFIDENTIAL FirstBankPR000535 EFTA JX)124015 EFTA01269219 -4•••••••w.....: L r—smns rs14., a4.71:7.r • • RESOLVED, that the Corporation proceed, to carryon the business for which it was incorporated. IN WITNESS WHEREOF, each of the undersigned has executed 'this Ututninious Consent of the Board of Directors of Financial Strategy Group, Ltd., on this 5'6 day of January, 2015. CONFIDENTIAL SONY_GM_000 13373 CONFIDENTIAL FirstBankPR000536 EFTA_00 I 2,1016 EFTA01269220 SDNY_GM_000 13374 FINANCIAL STRATEGY GROUP, LTD. CONSENT OP SOLE STOCKHOLDER IN LIEU OF IMEMEETING January 5, 2015 The undersigned, being the sok stockholder of Financial Strategy Group, Ltd., a US. Virgin Islands corporation (the "Corporation'), does hereby consent, pursuant to §196, Subchapter WI, Title 13 of the Virgin Islands Code, commonly known as the General Corporation Law of the United States Virgin Islands, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or perntittecl thereby: RESOLVED, that die election ofJeffrey Epstein, Darren K. lndyke, and Richard Kahn as directors of the Corporation, to save as such until the next Annual Meeting of the Stockholders of the Corporation and until their respective successors shall have been duly elected and shall have qualified be, and such election hereby is ratified, adopted and approved. R,ESOL,VED, that all actions heretofore taken by the incorporator and the Board of Directors of the Corporation, including, but not limited to, the preparation and filing of the Articles of Incorporation of the Corporation, the preparation and adoption of the By-Laws of the Corporation, and the preparation and filing with the U.S. Virgin Islands Division of Banking and Insurance of an appLication'for licensurc under U.S. Virgin Islands law to operate as an International Banking Entity and any and all further actions in connection with such application, from March 4, 2014 through the date of this consent be, and each such action hereby is, in all respects ratified, adopted and approved; and it is further This. Consent shall be filed with the Minutes of the proceedings of the stockholders of the Corporation. CONFIDENTIAL CONFIDENTIAL FirstBankPR000537 EFTA 00124017 EFTA01269221 CONSENT OF THE BOARD OF DIRECTORS OF FINANCIAL STRATEGY GROUP, LTD. The undersigned, being all of the Directors of Financial Strategy Group, Ltd., a U.S. Virgin Islands Corporation ("the Corporanon"), do hereby consent, in lieu of holding a meeting, to the adoption of the following resolutions and the, taking of all actions required or permitted thereby: WITNESSETII: WHEREAS, the Corporation is a corporation organized and existing under the laws of the U.S. Virgin Islands; and WHEREAS, the Corporation was duly formed in the United States Virgin Islands on April 4, 2014; and WHEREAS, the Board of Directors as of the dam of this Consent are as follows: Jeffrey Epstein Darren K. Indyke Richard Kahn WHEREAS, the undersigned, being all of the directors of Financial Strategy Group, Ltd., consent to the taking of the following actions in lieu of a meeting of the Board of Directors in accordance with the corporation laWs of the United States Virgin Islands and waive any notiee to be given in connection with the meeting:pursuant to the corporation laws of United States Virim Islands; and WHEREAS, this corporation is authorized, in its Aran of. inctirporation, to issue an aggregate of /,000,000 shares of stock of the par value of $5.00 per share; and WHEREAS, a depository shall be established for the funds of the corporation and those who arc authorized to do so may withdraw them on behalf of the corporation; and NOW THEREFORE BE IT: RESOLVED, that all actions taken by the incorporator of the Corporadon during the period from March 4, 2014 through the date of this Consent, including; but not limited to, Sing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved, and it is further RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice presidents, a Secretary and a Treasurer, and it is further RESOLVED, that each of the following persons is hereby appointed and elected to the office set CONFIDENTIAL SONYGM_00013375 CONFIDENTIAL FirstBankPR000538 EFTA_001 24018 EFTA01269222 forth opposite his name below, to serve as such in accordance with the provisions of the By-Laws of the Corporation until the next meeting of directors of the Corporation immediately following the next annual meeting of the stockholders of the Corporation and until his. successor shall have been duly elected and shall have qualified: Jeffrey Epstein, President Darren K. Indyke, Secretary Richard Kahn, Treasurer And it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is authorized, empowered and directed to produce all books of account, stock books and other materials and supplies necessary or appropriate in connection with maintaining the records and conducting the business of the Corporation, and to pay all costs and expenses and to make full reimbursement for all expenditures made in connection with the organization of the Corporation; and it is further RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value of 5.00 (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be fled with this Consent, be and the same hereby is, approved and adopted, and the President, the Secretary and/or any other officers authorized by. the By-laws of the Corporation be, and each of them hereby is, authorized to issue certificates in such form for shares of fully paid and non-assessable Common Stock when the issuance thereof is duly authorized by the Board of Directors of the Corporation; and it is futther RESOLVED, that the seal, an impression of which appears in the margin of this Consent, be, and the same hereby is adopted as the seal of the Corporation; and is further RESOLVED, that the corporate record book and the stock transfer ledger thereof, be and each of. the same herby is, adopted as the record book and stock transfer ledger, respectively, of the Corporation; and it is further RESOLVED, that, with respect to the opening, maintaining and closing of bank accounts of the Corporation, the President, any Vice President, the Treasurer and the Secretary of the Corporation, be, and each of them herby is, authorized as follows: 1. To designate one or more banks, trust companies or other similar institutions ns depositories of the funds, including, without limitation, cash and caah equivalents, of the Corporation; 2. To open, keep and close general and special bank accounts, including general deposit accounts, payroll accounts and working fund accounts, with any such depository; 3. To cause to be deposited in such accounts with any such depository, from time to dine such funds, including, without limitation, cash and cash equivalents, of the Corporation, as such officers deem necessary or advisable, and to designate or change the designation of the officer or officers and agents of the Corporation who will be authorized to make such deposits and to endorse such checks, drafts or other instruments for such deposits; CONFIDENTIAL SDNY_GM_00013376 CONFIDENTIAL FirstBankPR000539 EFTA 00121019 EFTA01269223 4. From time to time to designate or change the designation of the officer or officers and agent or agents of the Corporation who will be authorized to Sign or countersign checks, drafts or other • orders for the payments of money issued in the name of the Corporation. against any funds deposited in such accounts, and to revoke any such desigr.ation; 5. To authorfre the use of facsimile signatures for the signing or countetsigning of checks, drafts or other orders far tlie payment of money, and to enter into such agreements as banks and trust companies customarily require as a condition for permitting the use of facsimile signatures; 6. To make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable; and 7. To complete, execute and/or certify any customary printed blank signature card forms in order to conveniently exercise the authority granted by this resolution and any resolutions thereon shall be deemed adopted as part hereof; and it is further RESOLVED, that the President.or the Secretary of the Corporation be, and such officer hereby is, authorized to prepare and certify as the resolutions of the Board of Directors, as if adopted verbatim by this Consent, any such additional resolutions as any such depository may, require in connection with the opening of an account with such depository as authorized pursuant to the immediately preceding resolution, and that any such depository to which a copy of the immediately preceding resolution and such additional resolutiOns, if any, have been certified shall be entitled to rely thereon fox all putposes until it shall have received written notice of the revocation or amendment of such resolutions by the Board of Directors; and it is further RESOLVED, that the fiscal year of this Corporation shall begin the firgsday of January in each year; and it is further RESOLVED, that the preparation and filing on behalf of the Corporation with the U.S. Virgin islands Division of Banldng and Insurance (the "Division') of an application for a license to establish the Corporation as an Intonational Banking Entity under. U.S. Virgin Islands law, the payment of all costs, fees and expenses in connection therewith, the preparation and execution of all certificates, instruments, and other documents and the taking of any other action in furtherance thereof, be, and each of the same hereby is, ratified, adopted and approved; and it is further RESOLVED, that, if and when the Corporation's application for licensure as an International Banking Entity is approved by the Division and a License to operate as an International Banking Entity is granted to the Corporation, the officers of the Corporation be, and.each of them -hereby is, authorized and directed, on behalf of-the Corporation, ro do and perform all such further acts and things, to execute and. - deliver and, .where necessary or appropriate, file with the appropriate governmental authorities, all such.. certificates, contracts, agreements,clocvnients, instruments, instruments of transfer, receipts or other papers; and to pay all costs and expenses (hut -only to the extent that any such officer has ,signing authority with respect to the bank accounts of the Corporation),-including; without limitation, such taxes and assessments, .• as may be required by the Division for the purpose of qualifying the Corporation, and thereafter maintaining such qualification, as an International Banking Entity, but shall not commence operations as an International Banking Entity until such time as the Board of Pirectors determines that the Corporation is prepared to so commence operations, and prior to such time, the Corporation shall conduct no business whatsoever, but the officers of the Corporation may attend mand effectuate matters necessary to maintain CONFIDENTIAL SDNY_GM_000 13377 CONFIDENTIAL FirstBankPR000540 EFTA 00124020 EFTA01269224 SONY_GM_00013378 the Corporation's status as a valid and existing U.S. Virgin Islands corporation and an entity qualified to conduct business as an International Banking Entity; and it is further REBUT-VP-I), that, for the purpose of authorizing the Capitation to do business in any state, tcrritoty or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, the officers of the Corporation be, and each of than hereby is, authorized to appoint and substitute all necessary. agents or attorneys for service of process, to designate and change the location of all.necessary offices of the Corporation, whether statutory or otherwise, and, under the seal of the Cmpozation, to snake and file all necessary certificates, reports, powers of attorney and other instruments as may be requited by the laws of such state, territory, dependency or country to authorize the Corporation to transact business therein; and it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do and, perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further certificates, contracts, agreements; documents,. instruments, instrtunents of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), including, without limitation, such taxes and assessments, as in their judgment or in the, judgment of any, of them shall be necessary or appropriate to carry out, comply with and effectuate the purposes and intent of the foregoing resolutions. This Consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. TN WITNESS WHEREOF, the undersigned have executed this Consent of the Board of Directors of the Corporation on this 4th day of April, 2014. Jefftey Epstein, Direct° Dar . Indyke, Director Richard Kahn, Director CONFIDENTIAL CONFIDENTIAL FirstBankPR000541 EFTA_00I 24021 EFTA01269225 CONFIDENTIAL FINANCIAL STRATEGY GROUP, LTD.:. SUBSCRIPTION FOR COMMON STOCK • . . • ... . The undersigned, JEFFREY EPSTEIN, hereby subscribes for ONE HUNDRED THOUSAND (100,000) shares of the. Common Stock, Five Dollars ($5.00) par value per share, of Financial Strategy Group, Ltd., a United States Virgin Islands corporation (the "Corporation"), the Articles of Incorporation of which were filed with the Office of the Lt Governor of the United. States Virgin Islands on the 4th day of March, 2014, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, FIVE DOLLARS (55.00) per share for a total subscription price of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) in cash, by check made payable to the Corporation or by wire transfer of immediately available funds to an account designated by the Corporation, at which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dated: January 2, 2015 Subscription Accepted January 2, 2015 FINANCIAL STRATEGY GROUP, LTD. SDNY_GM_000 13379 CONFIDENTIAL FirstBankPR000542 EFTA 00124022 EFTA01269226 CONFIDENTIAL iFiret wee waifs Corporate Resolution LIM undersIgnoci Secelary, hereby candy to Fran:rink Not al a none of the Board of Dfrocurs of Financial Swampy Group Ltd. (*Corporation" a corporation organized and extsfing under the laws et D.S. Wein islands duly called and duly Mid on the 23 day of Dscomber 2014 the throwing RosoMfone wore duly Wend, and Mat In said Resolutions have been entered upon InerligUtar minute broke of 011COrtfOreeOn;anitill accordance with to By-Laws and are now In lull farce and effect RESOLVED: 1. The Often or CorPoradon. Or eny one or more of them, are hereby authorized Kt Open e bank moxnt or accounts from dertelo Una with Phaeton and as tunkliarice and of latet (each bang horalnarte Send to as 'Bann for and b n the lithe of Corporagonteth such title or Med ea he or they may desIgnate. 2. TM President and Secretary Onus,. tr 71o. peporig) attORWL • L. Proenerterenerre.leaderanew or Corporation, Skining IMO? ep won&Nsaran ..no, ea- iml.'"V 1"°. slat and theft successors ad any other person heroines, authornd by any means melon on been of Corporation,CAuthatted Portion(t) are hereby authorized lo sign, by hand or by facelnale (Inchadng, but not anted j oemputer gesemted) signaktre(a), dwelt,. &MU, acceptances and other Instruments therathafter nth cnamlyaly refined to as ltent(s)' . No<wItrolcinatng the above, any Authorized POMO Is authorized sthgly ro: ell ladle Autornalsol Clearing House ('AMR') dot* without a signature; (2) ;nein Paytrionby use of Depository Trento: Chocks ('OTV) wither a Manilla other then the MRS of COrpqrstbn prated on the DTC: or (3) 9W$ IllitrUedeno, by means other no the signing of an horn. CAN respect to any account ganstmllot induding, but not Imbed te, the garner& Meer or withdrawal of funs by tyke; computer or other notathrtmeens, or Menne: a Of Irony, erodes. tows or FroPet al any tkno head by Bank for account of Corporation rinstucbore1). 3. Dank re hereby aumortced lo Mao and pay kern. ening eland by hone a. by. nano (including. but not tenure to, computer generated) sIgnaluro(s) If to win a purported facsimile eignatures(s), tegarOtafa 0 how or by whom affixed, rostonbtas the madmen pled with Bank by Cerpora$en end other Udell% OTCs, ACHe, rind Insyvaiona: given rang by any Authorized Pomo: Bank Is further authorized to hohor and thay DEG, ACM, Inaltuceom, and other ern, gtwinatftgllY by any Authorized Person, heeding Mich as may bang about or Increase an moaner/ and such as may be payable to cc to the,baripet of any Authorized Person or other °Boer or eneoyea MOW ualty, Wheel Inquiry aito the cannistancesol the nuance or in dispnalso dr Or proceeds thereof and without IMP as to amount. . . 4. Bank Is hOlObY sink Wind te raccepl ea depose, lot credit of lo: cation, or °Upraise, items endorsed by any person or by stamp or other Impreslgr In the .mineof Corporation without Inquiry as to the citausetancee 0 tho tonoorstmon: or any lack of andonment or me 00one:a 0 the Inctheilk. I . . . . . 5. The President . ansairelen, esnin(qtararteen wee tun. TVIA=Cr, Oa) of Corporanon, signing nets orison caw raw, we stow pa soar. ea. *'W. ale bit. un) are Naar/ authorized besot loans and advances and obtain ccedttel any Cane 90 Corporation UM Bank (and guirkiale eh bent of Corporation iho obligations of others to Bank). second or um:merge; and for szlithlettafe , end IMMOe an° credit arid guarantees to make. areeeulo and otehret ProMBItheY notes and other writ* obintions or Guinan a Indiblednen of Cerporabba OPplkalOng for ban of credit in trumonts of guarantors and indomnfly and arty agranients Or uDdatbtkkna, general or Madge, with respect to any Of the fortgoing, end as secede/ for the payment of 101nal, settlith.63,Indebtetintim,sticentario and lenges Of, or credit Oren to, Corpnlion or others to pledge, hypothecate, mortgage. vino, Vanden, urea fans and *eau irstereila In, en lights wan respect to. endorse end darer proper!), of any description. reel or personal.. and any Interest therein kfenco of, any thereof May time held by Corporation. and to execute mortgages, deeds of trust, seemly egnernants, Instrumen 0 a essignment or Otago. powers of attorney aid other agreements or Instruments which may be necessary or deo/able In con InVdtb; and also to sell to. M <accent Wet Bonk, commercial paper, bits emenbie, accounts mann, stooks, bonds or any ppnIIles a PeonnY at any Vlba he" by COPelaWnt and to that on to snores, HON. Irons* and dearer the same; to thane Ind:worn or ogreamonbt of oubordinallon end OlagnMarileatiefeclory fe Bank and abto IO give any order. °noontime fords other di OM of arty oropeny or interest thorein or evidence thereof belonging to Corporation end at any ;Oen* of Bank, whether as ottani or Mena e: and to execute. and debtor mach other agreernerb, frith:morns end d0Oectweltp•Anct do suds other ads and Inlay as may be necessary or clean* or requeed by Bank In connacliOn with any of the foregoing and Baal a( himeby authorized to honor, secede aul execute any of tho transaction detested above. 5. All loans, discounts and advances approve e obtained on behalf of Corporattart tind-all, notes avid other or evidences Ono' of .Comoradon held by Bank are hereby p ved, meted, and erdaltreed. • ,!:. ' i 7. Corporation doss hereby give to Sank a cool:maw fan ett the amount or eery new ad ardollidess and obligation of Corporation to Bank and Claims of every nature and Bothers Of Sank spinet Corporation, anther now*syng or hereafter incurrotOriginely tontraCtad with Rank andfor mitt another or other, and roe a owing to a apy inter by hank, +shah., conseted by CmhoreFoft alono or Indy orator eeveralW with another or ahem, absolute or oonlircent ety:seed or la:Waved. mewed or unmottmad upon any end 63 =bon. Mourns and any and all ode property or Corporation arc the Moose . a dwrsOl. now cr hereon.[ sonny or conelarethrery ; held Or reCemild by or M earn In anymatter to or from Sank, es correspondence tar, nit from or lot Corporation, whOthetr for safakeepn, <Nolo* Pledge tnnuntssion. collection or otherwise coining into the possemlan , ink in any way. Bank shall also have a right of setoff for the 'mount of the otAthilions. and Bank may at any erne or Gmos and Wilhdyt 4 apply Corporation's deposits (general or &pedal), Corporetlorrs <rode* with Brink. cc Corporation% claims against Sank, at elealotieuits theatet. to such °Aachen, end In such amounts as Bank may Miittellheugh said obtgancns may be contingent cc unalltlufederat VW JAY cOlralaral terbilMe h dawned fitlequele of 55. 8. In case of contrary trairra or disputes, or doubt on Bank's pert es to the veftlyy, did, modithoellon, revocation or mutts, of any of the authorities horn contend Bank nay but read not recognize nor give any Wart te pm noun from any agar. of MT any other person. purporting to comet restrict or change any of said tehortes. Of the exert, Octopi, unless Bank is required to 4) so by the judgment, decree Or Mar as court hang jurfeateon of the subject mater and of tie padiesal such connIceng dams or disputes. 'HAW W011$401.1” DM • Cr FNrytl PunIOR0 .00034.340.140. CONFIDENTIAL SOW_GM_000T3S80 FirstBankPR000543 ETTA_00124023 EFTA01269227 ft."( ) .. . ' . • • . . a Corporation threes to be band by the Terms and Cop:Peon for Buenas& poom end gerrIpse es well a any *alum card, deposit tIcW. checkbook. posebook, eletement of account, mutt that:went doctIment. other easemente. such as, but not fl ied to. funds transfer agmertame, delivered or made notable to Corporation from Bin • Itti ' Bit notes paled at the oNce II Berk at Wild. the account of Corporation I. winker:ed. In tech Case wIlli the same Offset as It sy111 end Lary term theme( were Mt forth In full herein ard • I made a penWoo& I I 10. The °Alcor; of Corporation or any one of More Often are hereby aotOoitz§4 id. Corporation hi all other matters and epnuctkons rotating to any cflie,busthries wan Bank hdudng. but not Ilrrited to, the exectkottle : very of any egrecnIentt of confide necessary to effect the forre90600 R6koleams- tf. Bank Is hereby Welted from any labial end shat be hdermified against a$r Mae Ilebilty or exPens4 arising from honoring sty of these Resolutions. '. I' ,l • il ' l• ',I 12. Buttock id Bowe, each of the forsgotng Resettekna and the etnticaltithefdtry conferred shellroman In fuT force and effect Data eaten .O1IMMIXIIMA Or mOdWeallal by oreterilition of new Cotporent tReaolstiOns end signalise Cards shall be recelved by Bank: provided that Mich notice shall AM be et wtth respect to sny exorcise ctissil outtootoe seen Bank shot have had a reaearieb* OF•Oriuney to cid thereon end In no tam prior to the receipt thereof nor wile (sine to finy,cheolte Of after rryWellille for the mown! of money re the withdrawal of funds dated on or prior to the date Of such Dace, but esonied to Bank alter the rocetf of such notMe. The • Secretary or any Assistant Secretary or any Other Of11We of caporigion:to, Authorize() ani deeded to partly, under the *oat of Corporation or rot but NM Ake effect In the leer ace, to Bank the A. Oftet01(41003. the names of the Off era and other rephisameatos of ComoreSon end any change& firinItere to Bine l i me Mad spd repfetentaCYos and specimens of their reitleCthe Septeturei. Bank my ooncluihely own* that preens at anytme WM Officers or other representathes of Corporation continue es Riche* reCelpt by Bank of written react to tike contrary. it I .II • i -1 . . . .. . . .,. .. I FURTHER CERTIFY tat the persons heroin dealonated as Officers of Corp do girl been duly elected to and now hold the olBom in Cerporeeon set canoe% their less:edits names and WA the following Oft Ino ooq, it , kill signatures of the sold nwpacrAnt °Moors and of the nettled Manatees who are not Corporate Officers, to we: office :, --- .I , , il ----- — Nero* (Typewritten or Printed) CONFIDENTIAL Jett* Etas* °wren indyke Richard Kenn Presderl tce President setae:art Trent:rot ditto IN WITNESS WHEREOF, I have berOunto set my hand as Secretary end edRced me seal of tho said C000113:100 this Oacember 2914 I; t i• ' AFFIX (CORPORATE SEAL) HERE • Note: In Caw Me Smalltary do alga by pie abova Resaltalona: ettrieftc•kt above ba rested a second OtapAr of Corporation, • —I • trn. CONFIDENTIAL SIDW—GMfia4313381 FirstBankPRO00544 EFIA._00124024 EFTA01269228 CONFIDENTIAL .101S( Bank We hereby cenq that eta Meeting of the Beret of Directors of Corporate Resolutions For Telephone/ Telex/Facsimile/Writ-ten Instructions Financial Strategy Groupapdi A company Oily organized end existing under the laws .01 Meld at IT WAS RESOLVED Virgin Islands on the 9 i day of, May , 20 14 . That the company issue In favor of FirstBank (the 'Bank') a Corporale,Atithcrization and ndemnity Agreement For Te'ephone/TelextFaceimileNVilttert Instruction* In the form (soured hythe Bank, a copy of su:h form having been presented to and approved by the Board of Directors I 2. That Jeffrey Epstein, President [::_land ( ' Richard Kahn. Treasurer. (PAW Hr. & C.O941O YAW) [A or' . ; i I ., (PAW Nom. Ina Cotoom:4, nix) be authorized to execute the said Authorization and Indemnity Agreement in favor of the Bank . .. i CortRod as boing a Into copy of the Resolution of The Board of Directera1 IN WITNESS WHEREOF. I have hereunto set my hand as DireicsoriSecretafy of the corporation this 9 lay of May . 20 14 . - 7 &Wed 0,4 FestOmt lOym /shoo is OMRM of NOM Poo, ?too 23,00601 CONFIDENTIAL SDNYGht020133-82 FirstBankPR000545 EFTA _O0124O25 EFTA01269229 Bank wok, ninruls Corporate Authorization and Indemnity Agreement For TolophonorroloxfFacsImIleMfritten Instructions 1, eigpft1414p1, The undoragrod Nulty raquanu and atametue leallayk.(be manna, b accept and set wee lea bardom rimatnrceons')•00yeind by Ibutone or Wax a sullen a locoman tranomrlattln glum or purportedly glom by a pawn «Person, • aulhokred baronet Nikon can me Beek an shown on be compomeleueohlOn ot obey wleihnoe or WU* of authority from Imo lo kne melateheid In the reords Wee Bank. 1. tkl4bUbemailiamln•Tne underOgned accepts ca fit« Out henbanenvy bakigiven byen unauthorized person and agrees tat me Bank wit twit no WW1 a respOnsblity to' steep n ecoardence meth aey (*oleo" whellm« or not dentate or city amtsted The Beek dul bant no lobby or responsibility to, am/ misondentineings erliespoololanyteephone Initrtmelans. 3. Socunity Pracemlunlas. The sea^ (wadies abase° sun to verifying Ills eaSti(ecay of Inaaucdona is a WI back to any of the bluing eit4duali, ~hot or net eethrkabmkbel hoe bleated any i_a Intne44(The Bonk recommend. hot be pears designated be should lo shouldnc4 be persons who.goneralb Iswe Insaueons. W,eawer tee Ave FUnk sod endeavor to cal someone abet than the fewer cflhoinabiscone) N . and TItle Jettog Eultmek PretiOent flyurd Kahn. Treasurer Jeanne Brennen Aocotrunt • rapsonti Number hagoar matryMna Coda) htlealnebby, e11M Derek'. Option, the ea back boy lo inso lo Any person dellbutted on the (onator* Genii or any olio, «count Socurnonsidon on Be mot the think for the underorgnedi accolbly as autatetz to issue testa/client or ohetvinte transact Nikon on ›WcItiv.court • b 141Ptia to Belk Be PmIk's *Wee kkat fOr Inaudlen• le9Peld (*bib* transmission. a In ~lino Na Bank on dolormec . . UMW IhnballalOne pOrporl to bear be signets* e of any Inbldtal hemo le ab lsNt on de aunt signature <aids ce• other account lute Inskocibme or otherwise ~et tookman cam 0914laaillallalum IN sae be Bunk km( the undbelgrede accounbal as andla,ad Beth 1000MIl. . The liellotbY PrOudenee and othenterms truckled in fles Acif named also apt" banwrierrierta and cenceltulons of luinmeillone. It to understood Vial Paso Sea:ay pub.:dun» ere dentormed to verly•the aushontioly; uid Milne COrnianen, of insvaclons. I Tnn Ben* bash st Ito Waft, re00ed (eaaliOnICaly Of otheiv40) any WO bat 01 1 bulaleat 10 this Agreement. any hotructlons Or • other InalniclIons etkon by Intuition. and say miler telephone tikaufalOna Itt nq Imayuctions. Tne nntlerokaled agrees that is 4* and Ada ard thou of be Bard locetieder. bell be guanine by be terms of thefinitsakcodynt Teems and Coulon: (as nay be ormeneed Iron Um pm time) alialcall to toe 4~ 4 ~Ole at the ..a* . _Ills "o% Oat tia seaaht VC OCOOVOS smit lob Meal conatute a parnmeidek/ lek e irddlisil of. ~Egad_ _ , •Pylig • Inuit" file onisaicow apses to be Dimond by en( ineluace. whether 9r n larS tweed In MO kamo,PF.n. _Sit .. scouted ty he Bank In ~paw« wan Pe tawny pmcedurs eat fob halo end lye yedenlyned egrets lo Indemnify oullyabløp • Uinta lens any loµ infiga/0 ei raallty 1101Ted by be Bank a. ec adilng Ili nKS execmace of Inotrudlons myna y MIMS bgood fan lo hp.w bean glean (om signed kl The case of any facknolo bamm~iipt ts a no ailmortted as protided the* ~kW the Bank hu compiled wit such snot* Palbsibro• . , . ,.. 4. Batik Met« II Is undentood Shin be Bank shell have no OblIg rib eastit. bly insoucoon own. and ons aixb invaxadiori id veiled In sccodance von be wanly prowdires set lath hprekk rs1 [ha undignified MI INclanindY &xi IKål I119 Blink narneees *cm any btu m409~ efletilly boned by be Balk In mina taMsakitdaind an Inetnictbn Moral nueonabe °IWO to vemity such Insbucloe 'n ICOottlora• Wth Pa adrumenl note felled ale sryi theamaidon c4 en trateution unlit eta nendeel/On ?me a ~bet Upon noke to do> nadomOgnod. be Bank may also, al b opt . ( to caul, any lubiction om pal bored for any cat onion yvibutlreormIrg any nupaultaty be anybilk6.00Mo' 'so 'Ishii ma of slmil teruall. n • 5. Indemnity The vedortIgned woes b Indemfaly be Bank, lbs iontOkes subliblaaes one thee directors. °Mean. reactant/Wes and *WU* ori earoand fOr all »WA Calla, annins Cl. elltattmen 394/9*9 Sioai loos and rassormnords) will <I i e or err/ Of Of Telex of FIC•Inillo Or %Irian Ingfuction. whether or notgenuine or d imuthoneed. bum mu Weer or Incur In connection with Ns Aufgerneel. budding. %Vol DIU« lo. seem or reltulna Sa El cc any Tonmillons It Our continua:I Mementos of Traub, asetrudeons lollinseig our niCerpl. *UCLA:ion knd tenth of ties blot to the Una lell aXablal• OW egmement ø be gamey ptoOlduroa and oboe Wm Speelbed heroin. . . ll I . , — • _ , .. . Fia.taa taw. ~au • Drmia dINN^a aaa aka -Amount Holum FInanclal Stebro Group bol, [ Corporals Name %.-3' FA-Nolan kar-- Sp a) : I Damn indriso. SeCrelerY Name(s) andleUll) CONFIDENTIAL SD NY_GM_000133-83 CONFIDENTIAL FirstBankPR000546 EFTA_00124026 EFTA01269230 SDNY_GM_00013384 Accmmt Type: Account Number:, I Sic gar zi hTt l Req. I Date: Address: : l I i I I. Tel ' I Name: Financial Strategy Group, Ltd. EN: Name: Jeffrey-Eps in ..— ---"` i SSN ID TYPe:: No: : I Name: _.--- -- SSN: I ID Type r No: li • Name: SSN:' ' ID Type: I No: uwo hereby acknowkidge having received the Deposit Account Agreement, the Plat Bancorp Infinnution Sharing end PrbiRr Policy. and the soda :a rates and fees Prepared, by: I Authorized by' I i NA 101E712002 NNS-000 I IngroctiOns for completion Please print this form 3 times and complete In triplicate in blue ot black ink. I Please insert the name of the company or thelleCOUM title under account name., Please print the name of each aulborizedsigratory to the account togethCr widi a sample of their signature in each field under name. )(there are mom than four signatorces please use additional signature curds as necessary. The Bank will complete the remaining fields: *Important* Please provide each signature card in triplicate with the original signatures (no photocopies). CONFIDENTIAL CONFIDENTIAL FirstBankPR000547 EFTA _00124027 EFTA01269231 Indian/eft a subsidiary of Fffst Bancorp (N1'55: FRP Account Type: Account Ntanber: Sign. Req. Date: Address: Tel: Name: Financial Strategy Group, Ltd. i MN: Name: Darren Indyke 0-4-1 0-4-4 . 55N ID Type: No: Name: SSN: ID Type: No: Name: SSN: ID Type: No: 1/W< hare), acbowkdgo having received the Deposit Account Agreement, the Erni Bancorp Informatita Sharing and hiveAlmon= Policy. Policy. and the product rates and fees. Prepared by: , ., . by - NA 1018 7/2002 NNS-0001 Instructkns for completion Please pint this form 34ipcs and complete in triplicate in blue or black ink. Please inseil the nano of the company or the account titk under account name. Please print the some death authorized signatory to the account together with a sample of their signature In each field under name. If there are more than four signatories please use adelltforud signature cards ss necessary. The Bank wilt complete the remaining fields. •Impormnis Please provide each signature card in triplicate with the original signatures (no phot000pies). CONFIDENTIAL SDNY_GM_00013385 CONFIDENTIAL FirstBankPR000548 EFTA_001240.28 EFTA01269232 FEE: $10,000 GOVERIVNIENT OF TEE VIRGIN ISLANDS OF THE UNITED. STATES OFFICE OF TIELIEUTENANT GOYBIZNOR DIVISION OF BANKING AND liVSURANCE cultic= or LICERSRE This h to certify that In accordance with Title 9, Chapter 25, Subchapter I of the Virgin Islands Code, which provides for the regulation of the business of International Banking &glues in the Virgin Islands, FINANCIAL STRATEGY GROUP, LTD. #6100 Red Rook Qtra Suite B3 St:Thomas, VI 00802 has filed ht this office all the documents retpdred by linv, her compiled with the terms of ils Incorporation ruin laws of the Plight blanch and has furnished:satisfactory evidence of such thrower& as to entitle it to conduct business as a: INTERNATIONAIISANICING ENTITY Now, ThcrefOre, I, John D. McDonald, DIrectoi; ittplFalCIIIC4 of the authority= vested in me, do hereby authorize the above-named entity to transact business in the Virgin Islands rf the United States. This Certificate ollicensure Is valiclfrom Amway 1, 2015 to December 31, 2015. Renewal of thisiCentfleate of Licensure h.requireci annually upon expiration as of he 3 le day of Detember, and It may he suspended or revoked as provided by law, Olen under this Seal of the Goventment of the Virgin Islands of the Untied States, at Charlotte Amalie, St. Thomas, this 22" day of DECEMBER, 2014. W AN D. rvicocittcp Division of Ranking and Insurance CONFIDENTIAL CONFIDENTIAL SDNY_GM_00013386 FirstBankPR000549 EFTA_Oot 24099 EFTA01269233 "mg DEPARTMEIC OF THE TREASURY nwINTERNAL REVENUE -SERVICE - CINCINNATI OH 45999-0023 FINANCIAL STRATEGY GROOP LTD 9100 PORT OF.SALEMALL Sib 15 ST TROMAS,.VI 00802 Date of this notice: 05-06-2014 n. o er Identification Nunber: Perm: SS-4 NUmber of this notice: CP 575 A For.assistance you lay call-us at: 1-800,829-4933 IF YOU WRITE, ATTACH THE STUB. AT:THE END OP TUIS.NOTICE. WE ASSIGNED204.7:AN EMPLOYER IDENTIFICATION. NUMBER Thank., you for applying for an Enployer Identification NUmber'(EIN). We asoigned you :BIN 66-0821138. This -BIN will identify you, y0ur buiihess accounts, tax returns, and documents, even'if you haVe no employees. Please keep this notice in your permanent When filing tax documents, payments, and related correspondence;- it -is very important that you use your. BIN and complete name and address eXaCtly as shown above. Any variation,' may cause a delay -in processing, result in incorrect information in Your account, or -even cause you to be assigned more than one SIN. If-sthe information is not correct as shown above, please make-the correction using the attached tear off sta:and return it to us. Based -on.the information received. fineayou or your representative, you must file the following form(s); by the date(s) shown: FOrm 94188 B7/31/2014 Form 1120'. 03/15/2015 If you have questions about the form(s)..or the due date(o) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you . need.help in determining your annual accounting period-(tax year), see Publication 538, accoanting`Periods and Methods; • We aaaigned you a-tax classification based on information obtained from you or your representative'. It is not a legal detenainationof your tax. classification, and in not binding on the you want a legal determination -of pouf tax classification, you may request a private letter ruling from the IRS under the gUidelines in Revenue Procedure 2004-1, 2004-1 1 (or superseding'me4enue Procedure .for the year at issue): Note: Certain tax claSsification elections can be requested by filing Form,8832, Entity Classification Election. See Form 8832 and its instructions for additional information. IMPORTANT INFORMATION FOR 8 CORPORATIONELECTIONi. If. you intend to elect to file your return as a. eMall business corporatiOn, an .,. -election -tofile a Form 1120-8 must be made within 'certain timeframes and the, corporation must meet certain tests. AIL of this intormation.le included in the : instructions for Form 2553, Election by a Enall4usinese Corporation. CONFIDENTIAL SONY_GM_00013387 CONFIDENTIAL FirstBankPR000550 EFTA (H)124030 EFTA01269234 (IRS USE ONLY) 575A 05-06-2014 PINA B 9999999999 SS-4 1120), 1 If you are required to deposit for employment taxes (Form (Forms 93, 940, 944, 945, CT-1, or 1042), excise taxes (Form 720), or income taxes you will receive a Welcome. Package shortly, which includes instructions for making your deposits electronically through the Electronic Federal Tax Payment System (EFTPS). A Personal Identification Number (PIN) for EFTPS will also be sent to you under separate cover. Please activate the PIN once you receive it, even if you have requested the services of a tax professional or representative. For more information about EFTPS, refer to Publication 966, Electronic Choices to Pay All Your Federal Taxes. If you need to make a deposit immediately, you will need to make arrangements with your Financial Institution to complete a wire transfer. The IRS is committed to helping all taxpayers comply with their tax tiling obligations. If you need help completing your returns or meeting your tax obligations, Authorized e-file Providers, such as Reporting Agents (payroll service providers) are available to assist you. Visit the IRS Web site at www.ire.gov for a list of companies that offer IRS e-file for business products and services. The list provides addresses, telephone numbers, and links to their Web sites. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) br visit your local IRS office. /MPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax-related correspondence and documents. If you have questions Mout your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is FINA. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. CONFIDENTIAL SDNY_GM_000 13388 CONFIDENTIAL FirstBankPR000551 EFTA JX)12403 I EFTA01269235 Keep this Part for: your records. Return this part with any correspondence Agowe-may identify your account.-_ Please correct: any errors in your name or address: CP 575 A (Rev. 7-2007) CP 575 A 9999999999 Your.Telephone Number Best Time to Call DATROP.IMIS tica7a, 05-06-2014 EMPLOYER IDENTIFICATION NUOBER: NOBOD ,.INTERNAL REVENUE SERVICE - CINCINNATI. OH .45999-0023 hhttoldeld“hhAd.H.Al II.Hddol PLUNC/AL.STRATEOY GROUP LTD 9100 PORT OF. BALE MALL- SIM 15 ST THOMAS, VI 00802 CONFIDENTIAL SDNY_GM_00013389 CONFIDENTIAL FirstBankPR000552 EF-EA_00124032 EFTA01269236 ARTICLES OF INCORPORATION ON FINANCIAL STRATEGY GROUP, LTD. FILE COPY We, the undersigned, for the purposes, of associating to establish a corporation for the tran action •of the business and, the promotion, and conduct of the objects and purposes herekniftei stated, under the provision and subject to the requirements•of the Jaws of the Virgin Islands of the United States (hereinafter called the "Virgin Islands"), and Particularlialte General Corporation Law of the Virgin Islanch (Chapter 1, Title 13, Virgin Islands Code), as the same may he amended From time to time cia make and' file these Articles of Incorporation in writing and do certify: • The name of the Corporation (hereinafter referred toas the "Corporation") is FINANCIAL STRATEGY GROUP, LTD. Mtlagni• The principal office of the Corporation in the Virgin 'Islands is located at 9100 Port-of ctle.,Mall, Suite 15, Si. Iliomas, U.S. Virgin Islandi 00802, and the name of the resident agent of the CorporatioA a Bnainesi Basics VI, LLC, whose. physical and Mailing address is 9100 Port of Sale Mall, Suite 15, Sr. Thornas.US, Virgin lalinds 00802. tarITCL,E_Ill Without limiting in any manner the scope and generality of the,allMvalale:fiinctions of thj oriaaranThe, and subject to the provisions of. Tide 9, chapter '25 of the Virgin Islands 'Code, it is dierel2y protideil that /the •• Corporation shall have the folkiiving purposes, objects and powers •"' • • • (1) To engage in any lawful business in the United States .Virgin Islands,*including the ()petition of- an international banking'entity in accordance with Title 9, chapter 25. , . • (2) To enter into and carry out any contracts for or in relation to the foregoing business with any person,firmit. association, corporation; government or governmental agency., (3) To conduct its business in the United 'States Virgin Islands and to have offices within the United States Virgin Islands. (4) 'lb borrow or raze money to any amount permitted by law by the sale or issuance of obligations of any kind, to guarantee loans, other types of indebtednms 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 propel: for the accomplishment of any of the'purposes or the attainment of any of the 'objects or the exercise of any of the powers herein set forth, either alone or in connection with other firms, individuals, associations or corporations in the Virgin Islands and elseWhere in the United States and foreigp countries, and to do any other acts or things incidental or appurtenant to or:growing out of or connected with the said business,.piirposes, objects and powers of any part thereof not inconsistent with the laws of the Virgin Islands; and to exetcise any and all powers now or herc-aftet conferred by law on business corporations whether expressly enumerated herein or not. • CONFIDENTIAL SONY_GM_000 13390 CONFIDENTIAL FifatBankPR000553 EFTA_00124033 EFTA01269237 The purposes, objects and powers specified in this Article shall not be. hinieed or restricted by mfeteace to the terms of any other subdivision or of any other article of these Articles of Incorporation. ARTICLED' The total number of shares of all classes of stock that the Corporation is authorized to issue is One Million • (1,00(1,000) shares of common stock at $5.00 par value: no preferred stock authorized. The minimum amount of capital with which the Corporation wil! commence business • is. Five .Hundrcd Thousand Dollars (8500000,00). ARTICLE y 'the names and nieces of residence of each of the persons footling the Corporation arc as follows: nage BE6IDENCE Erika A. Kellerhals Brett A. Geary Nicole Miller The Corporation is to have perpetual existence. 2E-19 Estate Caret Bay, St. Thomas, VI 008IY2: • 2-11B Sr. Joseph & Rosendahl, St. Thomas, VI 00802 6R Estate 1-lull, St. Thomas, VI 00802' . ARTMA..y1 MILCI$VII • l'or the management of the business and for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the powers of the Corporation and of its,ditectori - altibt . stockholders, it is further provided: (1) The number of directors of the Corporation shall be fixed by, rir in the .171RIVICE pIC)Vided in, the brlaws,.hut in no ease shall the number be fewer than three (3) unless. the Corporation has fewer than three ihartholders. In thiS rase the numbei of directora may be. equal to the number of shareholders. The directors need not he stockholders. (2) in furtherance and not in limitation of the powers conferred by the lain of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Direttori is expressly authorized • and empowered: • (a) (b) To make; aticiPt and amend the by-laws of the Corporation, subject to the powers Of.the stockholders to alter; repeal or modify the by-laws.adOpted bYthe.Board of Directors; Totitithorizetld issue obligations of the Corporation, secured and unsecured, to intlude . therein.atic• h provisions as to redeemability, conVertibility.or OthenViSt:R3 thellOard of Directorsin its sole discretion may determine, and ,to authorize the mortgaging or. riogiog• of, and to -authorize and cause to be executed mortgages and liens :.upon any property of ihe Corporation, real or personal, including after actruited.property. CONFIDENTIAL SDNY_GM_00013391 CONFIDENTIAL FirstBankPR000554 EFTA_00124034 EFTA01269238 (c) To determine whether any and, if any, what part of the net profits of the Corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and deterMine the use and disposition thereof. (d) To set apart a reserve 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 die Corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the Corporation. (e) 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 arc also directors) of the Corporation, 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 thereto, and to determine the persons to participate in any such plans and the amounts of their respective participations. To issue or grant options for the purchase of shares of stock of the Corporation to officers and employees (including officers and employees who arc also directors) of the CorporatiOn and on such terms and conditions as the Board of Directors may from time to time determine. - • (g) To enter into contracts for the management of the business of the Corpotatiokforternis- not exceeding five (S) years. (1) To exercise all the powers of the Corporation, except such as are conferred by lawrei these Articles of Incorporation or by the by-laws of the Corporation :upoit‘the.' stockholders. To issue such classes of stock and series within any class of stock with such:ialun-and voting powers and with such designations, preferences and relative, participating, canal or other special rights, and qualifications, limitations or restrictions thereof as is stated in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors and duly filed with the office of the Lt. Governor of the Virgin. Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be amended from time to time. ARTICLE VIII No stockholder shall pledge as collateral for indebtedness any shares of stock without first obtaining the written consent of a majority of the disinterested members of the Board of Directors of the Corpora ion. AR_TICI,,B IX 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 to cast for the election of directors with respect to his or her shares of stock multiplied by the number of directors to be elected. The stockholder may cast all votes for a single director or distribute them among any two or more of 3 CONFIDENTIAL SDNY_GM_000 13392 CONFIDENTIAL FirstBankPR000555 EFTA (()124035 EFTA01269239 them as he or she may see fit. At least ten (10) days notice shall be given, however the shareholders are entitle to 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 entitled to vow upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLE1 Subject to the. provisions of Section 71, Title 13, Virgin Islands Code, the Corporation may enter into contracts or otherwise transact business with one or more of its directors or officers, or with any firm or'association of which one or: more of its directors or officers are members or employees, or with any other corporation or association of which one or more of its directors or officers arc stockholders, directors, officers, or employees, and no such contract or transaction shall be invalidated or in any way affected by the fact that such director or directors or officer or officers haveor may have interests therein that arc or might he adverse to the interests of the Corporation even though the vote of the director or directors having such adverse interest is necessaryro obligate the Corporation on.such contract or transaction, provided that in any such case 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 person for any loss incurred by it under or by reason of tiny such contract or transaction, nor shall any such director or directors 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 transaction that would otherwise be valid under law. ARTICLE 11. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a pasty to any threatened, pending, or completed action, suit, or proceeding, whether civil, crirniAal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of's.* the fact that he or she is or was a director, officer, employee, or agent of the Corporation, oris or wo• serving at the request of the Corporation as a director, officer, employee, or agent; of anszther corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attizrney's...1 fees), judgments, fines, and amounts paid in settlement actually and reasonably incurraThby hire., or hal/ in connection with such action, suit, or proceeding if: r (1) he or she acted , (A) in good faith and (B) in a manner reasonably believed to be in or not opposed to the best interests of the Corporation; and (2) with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or nut opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. CONFIDENTIAL SDNY_GAi_000 13393 CONFIDENTIAL FirstBankPR000556 iirm_no 24 36 EFTA01269240 (b) Any...indemnification under .subparagraph. (a) (unless ordered •lay a coirit) 'shall be made by the Corporation onlyas authorized in. the.specific case•Opon a detennination tharhe or she had Met the applicable standard of conductset forth in subparagraph (a): •Such determination shall be made. (1) by the board of directors by a majority vote of a quonarn consisting.of 'directors who were not parties to such aetion, suit, or prOcceding; or (2) if such a quorum is not obtainable; or even if obtainable a qurarum'of disinterested directors so directs, by independent legal counsel in a written opinion; or • (3) • by the stockholders. . (c) Expenses incurred in defeating. a civil or criminal action, suit, or proceeding may be paid 'by. • the Corporation in advance of thermal 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 agerit 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: (d) The indemnification provided by this Article shall nor be deemed; xcluSive of any other rights.to which those seeking- indemnification may. be entitled under any bylaw, agreement, Vote• of stockholders or disinterested directors, or othawise, both to action in his or her official capittity.and is to action in another capa0ty while* heldingsuch office, and shall continne as to tiperson who has ceased to be a director, Officer, employee, or:agent and shall inure to the benefit of the .hpiti,exeontorsi:and administrators of such person. (c) The Corporation shill hive power. to purchase and maintain insurance on behalf of am pan who is or was a 'diiector, officer, eniplOyeei.cir agent of the Corixnation; or is or Was•seriiinga! ilithequest of the Corporation as a director; officer, employee, or agent of another corporation, partntiship;loint venture, trust, or other enterprise against any liability asserted against him or her andiricUrred 4: . or her in any; such capacity; or arising out of his or her status as such, whether or notrbe berporatiOn would have the 'power to indemnify him. or her against such liability under the •provisions of this Article: WAl I.X11 cn "the Corporation reserves the right to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert otherprovisions authorized by the laws of the Virgin Isla:ids in.the manner. and at the time prescribed by said laws, and all lights at any time conferred upon the Board Directors and..the stockholders by these Articles of Incorporation arc granted subject to the pmvisions of this Article: • • • CONFIDENTIAL SIDNY_GM_00013394 CONFIDENTIAL FirstBankPR000557 EFTA_00124037 EFTA01269241 i IN MilINE8S WHEREOF, we hare hereunto subscribed our names this 3rd day of April, 2014. Erika A. KcIlcrhals, 111CO lYttOr .Geary, rater Nicole Miller, Incorporator'. TERRITORY OF THE UNITED STATES VIRGIN ISLANDS DISTRICT Or St THOMAS AND Sr. JOI:1N • The foregoing instrument was acknowledged before me this 3rd day of April, 2014, by Erika A. Kellerbals, Breit A. Geary and Nicole Miller. GINA MARIE BRYAN NOTARY. nuns= NP-7443 COMMISSION EXPIRES 09/05/27 St.. THOMAS/St JOHN, USVI CONFIDENTIAL SDNY_GM_000 13395 • CONFIDENTIAL FirstBankPR000558 EFTA_00 I 24038 EFTA01269242 Title 13, Virgin Islands Code. Tile WOO SIMS VIRGIN MANUS OFFICE OF ME LIEUTENANT. GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS FORM - RACA12 FILE COPY This min% wrinesseth that I, the undersigned Business Basics VI, LLC NOYir1g been designated by Financial Strategy Group, Ltd. as resident agent of said company, upon whom service of process may be mode in oil suits arISIng against said company In the Courts of. the United Slates Virgin Islands. do hereby consent to act as such agent and that service of process moy be made upon me in accordance with • - -J_1 IN WITNESS WHEREOF, I hove hereunto set my 3rd signature this daY oh 2014 April C: • "..-. I WOW!, Won Motif of yinslY, moll rift LASSOf No MOO N I ALL NAMINIS COMMONo IN D6 ANNICANOfh-ANO ANY ACCOAvAIMMO %armor. All Tivl AND CONNECT. WIN NN 041; nfAi7(..AaAO 4 This AMICANON AN SUWON 10 INVISTIOAlbiO AND THAT ANT PAW ON ONINONASIANOvI110 ANY *MOON MAY IN ION OoliAlOINItiOvOl NON Of INGISIMPOIL . -.3 ----- - DAYTIME CONTACT NUMBER MAILING ADDRESS GNATURE oFR (DENT AGENT 9100 Port of Sale Mall, Ste 15, St. Thomas, VI 00802 9100 Port of Sale Mall, Ste 15. St. ihomas, VI 00802 NOTARY ACKNOWLEDGE/Mfg 3rd day ol April BSI A. Geary Woody haled N612441 a moat iSt-Joht, USW My ComoisoiNtiApIrm Ottater21,2015 at Nolory Pu My Comnisszon es CONFIDENTIAL SDNY_GM_00013396 CONFIDENTIAL FirstBankPR000559 EFTA_00 124039 EFTA01269243 Kellerhals Ferguson Kroblin risc 9100 Port of Sale Malt Suite IS, St. Thomas, VI 00802.3602 340.779.23M Tektphono 1 1a66,716.9169 Fax 1 veodw.lcoiller.cOm June 2, 2014 FIrstBank (USVI) P,O. Box 309600 St. Thomas, VI 00803 Re: Financial Strategy Group, Ltd, Dear Sir or Madam: We are counsel to Financial Strategy Group, Ltd., ("FSG") which is applying for status as an International Banking Entity through the Office of the Lieutenant Governor, Division of Banking and Insurance. Title 9, Chapter 25 of the Virgin Islands Code authorizes the creation of these entities. Pursuant to Title 9, Chapter 25, Section 721,a copy of which is attached to this letter, the Director of Banking and Insurance is responsible for issuing the license to FSG to commence operations. FSG is not required to obtain a business license from the Department of Licensing and Consumer Affairs. We appreciate your assistance in getting the necessary accounts open. Please do not hesitate to contact me if you have any further questions. Erika Kellerhals CONFIDENTIAL SONY_GM_00013397 CONFIDENTIAL FirstBankPR000560 EFTA_00I 24040 EFTA01269244 TILLN30UNO0 0 0 r E-FIRSTBANK REGISTRATION FOR BUSINESS ACCOUNTS Business Contact Person Jeanne Brennan riFirstBank www.firstbankvi.corn. Tax'Identiflcation NO: - Telephone No. -I Contact Person Telephone No. Business Fax No. 340-775-2525 Disclosure The Depositor hereby acknowledges receipt of the Internet Banking and Bill Payment Agreement and agrees to the terms and conditions currently in effect and as may be amended from time to time for the type of account and services requested. In addition, the depositor agrees to comply with the terms and conditions of all other agreements subscribed by the depositor and all applicable disclosure documents, related to the accounts and other services that can be accessed by the depositor through use of applicable disclosure documents, related to the accounts and other services that can be accessed by the depositor through use of FirstBank Internet Banking. The depositor commits to maintain and use their accounts with FirstBank adequately and to comply with all the rules that govern each one of said accounts, including payment of charges related with the use and/or maintenance of said accounts. . • I. Print Name Jeffrey E. Epstein Social . Security Authorized No. -Signatures - r - Sig-azure - Contact Telephone Date-of Birth 1/20/53 2 Darren Indyke . .... .Ltistzlc , 2/19/65 3 4 5 6 Account Numbers Bank Officer Name MINS-2339-O606R BRANCH USEONLY Bank Officer Signature EFTA01269245 TILLN30UNO0 O 0 rn r MOO HO ANDS E-FIRSTBANK REGISTRATION FOR BUSINESS ACCOUNTS Financial Strategy Group, Ltd e -Mail .Addrest .1 Mailing Address Joanne Brennan Disclosure, The Depositor hereby acknowledges receipt of the Internet Banking and Bill Payment Agreement and agrees to the terms and conditions currently in effect and as may be amended from time to time for the type of account and services requested. In addition, the depositor agrees to comply with the terms and conditions of all other agreements subscribed by the depositor and all applicable disclosure documents, related to the accounts and other services that can be accessed by the depositor through use of applicable disclosure documents, related to the accounts and other services that can be arressed by the depositor through use of FirstBank Internet Banking. The depositor commits to maintain and use their accounts with firstBank adequately and to comply with all the rules that govern each one of said accounts, including payment of chatges related with the use and'or maintenance of said accoindts. - Authorized Signatures •. 1 Print Name Darren Indyke Social Security No. Signature : Contact Telephone \ N CtAA ; .,,,,_\_,I)1 -.IL. I Date of Birth 2119/65 2 3 4 5 6 niFirstElank www.firstbankvi.corn. 6100 Red Hook Quarter B3 Bank Officer Name NNNS-2339-064:16R ' Account Numbers BRANCH USE ONLY. Sank Officer Signature EFTA01269246 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE, St THOMAS ,Pal Vila Plinut ZfIlitze igrz0fittis zII !'!lame: 1, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that FINANCIAL STRATEGY GROUP. LTD. of the Virgin Islands filed in my office on March 25, 2015 as provided for by law, Amended Articles of Incorporation, duly acknowledged; and that a duplicate original thereof has been filed in the Office of the Clerk of the District Court of the Virgin Islands; WHEREFORE the said Amended Articles are hereby declared to have been duly recorded in this Office on the date aforesaid, and to be in full force and effect from that date. Witness my hand and Seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 13th day of May 2015. OSBERT E. POTTER Lieutenant Governor for the Virgin Islands CONFIDENTIAL SONY_GM00013400 CONFIDENTIAL FostBankPR000583 EFTA 00124043 EFTA01269247 r mset..t.s"..C1 Corp No. 584624 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE, ST. THOMAS, VI 00802 f. Q50 au tiro vhom tneoe frennts iabalt Com!) the undersigned, LIEUTENANT GOVERNOR, DO hereby certifies that FINANCIAL STRATEGY GROUP, LTD. Business Corporation of the Virgin Islands filed in my office on March 4, 2014 as provided for by law, Articles of Incorporation, duly acknowledged. WHEREFORE the persons named in said Articles, and who have signed the same, and their successors, are hereby declared to be from the late aforesaid, a Business Corporation by the name and for the purposes set forth in said Articles, with the right of succession as therein stated. SONY_GM_00013401 Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 10th day of September, 2014. r tANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL CONFIDENTIAL FirstBankPR000564 EFTA_00 124044 EFTA01269248 BYLAWS OF FINANCIAL STRATEGY GROUP, LTD. ARTICLE I - OFFICES The principal office of FINANCIAL. STRATEGY GROUP, LTD. ("FSG") in the US. Virgin Islands shall be located and maintained in St. Thomas, U.S. Virgin Islands, as designated in the Articles of incorporation or at such location in the U.S. Virgin Islands as may be changed from time to time at the discretion of the Board of Directors. FSG may also maintain 311 additional office or offices at such other places within the U.S. Virgin Islands as the Board of Directors may, from time to time, designate. ARTICLE 11- MEETING OF SHAREHOLDERS Section 1— Annual Meetings• The annual meeting of the shareholders of FSG shall be held each year as shall be specified in the notice thereof or executed waiver of notice thereof 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 list of all shareholders entitled to vote at annual shareholders meetings shall be prepared by the Secretary and made available for inspection at said meetings. Section 2 —_Special Mettioni 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 holders of a majority of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of Tide 13 of the Virgin Islands Code, Sections 1-453, as they may be from time to time amended. All meetings of shareholders shall be held in the U.S. Virgin Islands at the principal office of FSG, or at such other places as shall be designated in the notices of such meetings or waivers of notice of such meetings and may be held telephonically. Section 4 — Notice of Mecca= (a) Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten (I0) nor more than fifty (50) days before the meeting, upon each shareholder of record entitled to vote at such meeting, or the shareholder's designated agent, and to any other shareholder to whom the giving of main, may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the applicable provisions of Virgin Islands Code, the notice 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 FSG, unless he or she shall have previously fled with the Secretary of FSG a written 1 CONFIDENTIAL SDNY_GM_000 13402 CONFIDENTIAL FirstBankPR000565 EFTA_00 124045 EFTA01269249 (e) Any resolution in writing, signed by all the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same 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 FSG under its proper date. ARTICLE JJJ - BOARD OF DIRECTORS Section 1— Number, Ottalification. Election and Term of Office- (a) The number of Directors of FSG shall be three (3) unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall in no event be less than three (3). (b) Except as may otherwise be provided herein or in die Articles, the members of the Board of Directors of FSG, who need not he shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares, present in person or by proxy, entitled to vote in the election. (c) Each Director shall hold office until the annual meeting of the shareholders next succeeding his or her election, and until his or her successor is elected and qualified, or until his or ha prior death, resignation or removal. $ection 2 — Duties and Powers: The Board of Directors shall be responsible for the control and management of the affairs, property and interests of FSG, and may exercise all powers of l'SG, except as are in the Articles or by applicable provisions of the Virgin Islands Code expressly conferred upon or reserved to the shareholders. Section 3 — Annual r Meetings: Notices• (a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at a place of such annual meeting of shareholders. (b) 'lie 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. (C) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case 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 paragraph (b), Section 4 of this Article III, with respect to the special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4. Section 4— Special Meetings; Notice*: (a) Special meetings of the Board of Directors shall be called 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 notice thereof. (b) Except as otherwise required by the applicable provisions of the Virgin Islands Code, notice of special meetings shall be mailed directly to each Director, addressed to the Director at his or her residence or usual place of business, at least three (3) days before the day on which the meeting is to be held, or shall be sent to the Director at such place by facsimile or email, or shall be delivered to him or her personally or given to him 3 CONFIDENTIAL SDNY_GM_000 13403 CONFIDENTIAL FirstBankPR000566 EFTA_00 I 24046 EFTA01269250 Section 9 — Resignation:, Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of FSG. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective. Section 10 — Removal; Any Director may be removed with or without cause at any time by the affirmative vote of sharcholder(s) holding of record in the aggregate at lent a majority of the outstanding shares of FSG at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board. action 11- Salary; No stated salary shall be paid to Directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any Director from serving FSG in any other capacity and receiving compensation therefor. Se lion 12 — Contracts; (a) No contract or other transaction between FSG and any other corporation shall be impaired, affected or invalidated, nor shall any Director be liable in any way by reason of the fact that any one or more of the directors of PSG is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors. (b) Any Director, personally or individually, may be a party to or may be interested in any contract or transaction of PSG, 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 Directors, 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 shall 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. Section 13 — Committees: The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, 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 serve at the pleasure of the Board. 5 CONFIDENTIAL SONY_GM_000 13404 CONFIDENTIAL FtrstBankPR000567 EFTA_00124047 EFTA01269251 rr) (e) The Treasurer shall have the custody of all books of account and the funds anti securities of FSG. Ife shall disburse the funds of FSG in payment of just demands against the proper vouchers for such disbursements. He or she shall render an annual report to the Board of Directors for the benefit of shareholders concerning the finances of FSG. The Treasurer shall perform such other duties as are incidental to his or her office and such as are required by the President or the Board of Directors. The Treasurer shall hold office at the pleasure of the Board of Directors. (d) The Secretary shall have custody of the seal of PSG; shall conduct such correspondence on behalf of PSG as shall be required by die President; and shall discharge such additional duties from time to time as may be required by the President or the Board of Directors. The Secretary shall issue all notices required for the holding of meetings of the Board of Directors anti of shareholders; shall keep minutes of all meetings of shareholders; shall perform such additional duties as are incidental to the Secretary's office; and shall hold office at the pleasure of the Board of Directors. (o) The Assistant Secretaries and the Assistant Treasurers, if any, in general, shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. Section 6 — Sureties and Bonds; In case the Board of Directors shall so require, any officer, employee or agent of PSG shall execute to PSG a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to FSG including responsibility for negligence and for the accounting for all property, funds or securities of PSG which may come into his or her hands Section 7 — Shares of Other Corpototionot Whenever FSG is the holder of shares of any other corporation, any right or power of PSG as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of PSG by the President or such other person as the Board of Directors may authorize. Section 8 — Cnn.,MPCSta atiOn Officers• The officers shall receive such salary or compensation as may be fixed and determined by the Board of Directors. Any payments made to an officer of PSG such as a salary, commission, bonus, interest, or rent, or entertainment expense inured by him or her, which shall be disallowed in whole or in part as a deductible expense pursuant to the Internal Revenue Code of 1986, as amended, as applicable to the U.S. Virgin Islands, shall be reimbursed by such officer of FSG to the fill 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 amounts may be withheld from future compensation payments until the amount owed to PSG has been recovered. 7 CONFIDENTIAL SD NY_GM_000 13405 CONFIDENTIAL FirstBankPR000568 EFTA 00124048 EFTA01269252 Section 4 — Record Date: In lieu of closing the share records of FSG, the Board of Directors may fix, in advance, a date not exceeding fifty (50) days, nor fewer than (10) days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, 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 any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which die meeting is held, except that the record date for determining the eligibility of shares to be voted on at any election for directors, shall be no fewer than 20 days next 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 or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof unless the Directors fix 2 new record date for the adjourned meeting. dig/BMIVI - DIVIDENDS Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine. ARTICLE VII - FISCAL YEAR The fiscal year of FSG shall be fixed by die Board of Directors from time to time, subject to applicable law. ARTICLE VIII - CORPORATE SEAL Section 1— Seal: The FSG seal shall be in such fonn as shall be approved from time to time by the Board of Directors. The Board of Directors may authorize one or more duplicate seals and provide for the custody theroof. Section 2 - Affixing Segj: Whenever FSG is required to place its corporate seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a corporate seal to impress, affix or reproduce a facsimile thereof adjacent to the signature of the authodzed officer. A TICLE 1X - AMENDMENTS Section 1— By Shareholders: All Bylaws of FSG 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 least a majority of the outstanding shares entitled to vote in the election of Directors 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 frig therein the proposed amendment. 9 CONFIDENTIAL SONY_GM_000 13406 CONFIDENTIAL ArstBankPR000569 EFTA_00124049 EFTA01269253 r) Agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not FSG would have the power to indemnify him or her against such liability under the provisions above set forth. For purposes of this Amick, references to "FSG" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a Director, Officer, Employee or Agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. Adopted this clay of,Mhy, 2414 at the meeting of the Incorporators. Chairman, eie/44 elica.e//,&‘ Temporary Treasurer , /Vie ozg amt ' ' TERRITORY OF THE UNITED STATES VIRGIN ISLANDS ) ss: DISTRICT OF ST. THOMAS/ST. JOHN Gn41a KZHight Kr -- BEFORE ME, the undersigned, ' t on this O1 day of 1,/ , 2014, personally appeared before me, and who being by me is duly sworn, declared that he is the person who signed the foregoing document and that the statements contained in this document arc true diINA fitALFt1P.2 ilfentaFiY PUBLIC 74P.70.43 C0MMIS9/014 EMICFS 04105117 ST. IIIONIASISit. JUfS4i, USVS 11 CONFIDENTIAL SONY_GM_000 13407 CONFIDENTIAL ArstBankPR000570 EFTA_00124050 EFTA01269254 WI UMW SIMI S VIRGIN IMAMS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS FORM • RACA12 FILE COPY This smiling witnesseth that 1, the undersigned Business Basics VI, LLC having been designated by iancial Strategy Group. Ltd. as resident agent al said company, upon whom service of process may be mode in all suits arising against sold company in Iho Courts of the United Slates Virgin Islands. do hereby consent to act as such agent and that service ol process may be mode upon me in accordance wilh , Title 13, Virgin Islands Code. IN WITNESS WHEREOF. I hove hereunto set my signature this 3rd day of • April 201 4 ^ • I DI CIA a. too,: YOIAIII 01 II i WO. 090(0 INC LAWS 0. IPI IICA110 fl6111-Intion cliAWIS.IllAt All SIANMIMI CONIMIND IN MCI AMICATION. ANY ACCOALIAIMNG DOCWAINII All nu( AMP coma. ram lot stiof.auct ow out StAlcMiNIS-nAA01.CII Il AIM: AMU All Su )lc:11O IIIYOMANON' A11001AI ANY IAIS‘ 02 DOICOICI IF ANSWFI 10 ANY OW UPON MAT If GrOUNDS PDX mum Oie WIIIIOUINlincoWW.. Of ?Want AbOd DAYTIME CONTACT NUMBER MAILING ADDRESS C SIGNATURE OF REGIDENT AGENT 9100 Port of Sale Mall. Ste 15, Si. Thomas, VI 00802 PHYSICAL ADDRESS WAR. ADDRESS 9100 Port of Sale Mall, Ste 15. St. Thomas. VI 00802 NOTARY ACKNOWLWGEMENT Subscribed and sworn to before me this 31.6, <Joy of April SI. ilturtias Brats A, Geary Notary NMI< NNI24.1I Si. llamas f Si. Milt Urn My Commission IS:owls:, 21.701S 14 of X t)tasyt PCPV .1Q12_112C.)1 _ _ My Commission 14 es CONFIDENTIAL S0NY_GM_o00 13408 CONFIDENTIAL FirstBankPR000571 EFTA 00124051 EFTA01269255 CERTIFICATE OP AMENDMENT or ARTICLES OF INCORPORATION OF SOUTHERN COUNTRY INTERNATIONAL, LID. We, the undersigned officers of Southern Country International, Ltd., a U.S. Virgin Islands corporation, hereby certify that by unanimous written consent of the sole shareholder of Southern Country International, Ltd. the following amend:omit to the Articles of Incorporation of Southern Trust Company, Inc., as filed in the office of the Lieutenant Governor of the Virgin Islands on the tits day of March, 2014, and as previously amended on Itiatch 25, 2015, has been duly adopted in accordance with hide 13, Sections 196 and 222 of the Virgin Islands Code: Article WI, Section I of the Articles of Inairpotaiion of Southern Country International. lad. is amended to read as follows: "The number of Ditectors of the Corporation shall be as fixed by, or in the manna provided in, the Byhws, hut in no case shall the number be fewer than the number of shareholders' f the Corporation if the number of shardmIders of the Corporation is fewer than three (3), and otherwise the number of Directors shall not lx fewer than three (3). Unless and until changed by the Directors, or until the number of shareholders exceeds two (2), the number of Directors shall be two (2). The Directors need nor be shareholders." IN WITNESS WHEREOF, we have I v set out hands on the date or dares indicated: Date: October I S, 2019 CORPORATE SEAL Date: October tPi 2019 "•••••as.-. Richard D. Kahn President Darren K. Indyke Smeary CONFIDENTIAL SONY_GM_000 13409 CONFIDENTIAL FirstBankPR000572 EFTA_00124052 EFTA01269256 SOUTHERN COUNTRY INTERNATIONAL, LTD. (a U.S. Virgin Islands Corporation) UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS (in lion of meeting) OCTOBER 20, 2019 Pursuant to Section 67b of lido 13 of the Virgin islands Code, the undersigned, being all of the members of the Board of Directors (the "Board, of Southern Country International, Ltd. a Virgin Islands corporation (the "C,0rporatirui do hereby consent and agree to the authorization and adoption of the following resolutions in lieu of a Board meeting: WHEREAS, Jeffrey IL Epstein, who was the sole record shareholder and beneficial owner of the Corporation, passed away on August 10, 2019; WHEREAS, prior to his death, Jeffrey E. Epstein was a Director and the President of the Corporation; WHEREAS, Article VII, Section I of the ATUCICS of Incomoration of the Corporation, as amended by resolution of the sole shareholder of the Corporadon effective as of even date herewith, sets forth that the requited number of directors of the Corporation shall be no less than two (2), provided that there ate no more than two (2) shareholders of the Corporation; WHEREAS, Article RI, Section 1 of the Bylaws of the Cotporation, provides that "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 Directors shall in no event be less than three (3)"; WHEREAS, the Board has determined that the Bylaws of the Corporation should be amended to conform to the amendment of Article VII, Section 1 of the Articles of incorporation approved by resolution of the sole shareholder of the Corporation and referred to in the second preceding recital; WHEREAS, Article IX, Section 2 of the Bylaws of the Corporation provides that the By-Laws nuy be amended by the Board of Direcron; WHEREAS, Article IV, Section 1(a) of the Bylaws of the Corporation provides that the officers of the Corporation shall consist of a President, Secretary and Tnatsuter; WHEREAS, Article IV, Section 4 of the Bylaws of the Corporation provides that any vacancy in any office shall be filled for the unexpired portion of the arm by a majority vote of the. Bond of Directors; WHEREAS, the Board has determined that the matters and actions described and provided for herein arc desirable for and in the best interest of the Corporation. NOW, THEREFORE, BE IT: RESOLVED, that it is in the best interests of the Corporation that the number of members of the Board for die time being be set at two (2). RESOLVED, that pursuant to Article IX, Section 2 of the Bylaws of the Corporation, Article 111, Section 1, subsection (a) of the Bylaws of the Corporation is amended to read as follows: CONFIDENTIAL SONY_GM_00013410 CONFIDENTIAL FirstBankPR000573 EFTA_00124053 EFTA01269257 Southern Counuy Internationale Ltd. Unanimous %Mil CalXill of the Bonn] of OhMOO Page 3 t33?.NE1721Laimus iDnTO11176A.T1QN RESOLVED, rhat in addition to and, without limiting the foregoing, the ptoper officers of the Cotporadon be, and each of than hereby is, in the nnnw notion behalf of the Corporaoon, authotizcd to rake, or cause to be taken, such further senora, to pay such fees and expenses, to make such fifings or certifications, and to execute and dtliver, or cause to be delivered, all such agreements, instruments and documents, in each ease, as such officer may deem necessary or appropriate in order to eller' the purpose and to catty out the intent of the foregoing resolutions (as conclusively evidenced by the taking of such actkm or the execution and delivery of such insinnnems, as the case may he), and any and all actions heretofore taken by the Board, of Directors, the officers, the employees, the agents or the sole shareholder of the Corporation in connection with • the subject of the foregoing recitals :And resolutions be, and each of them hereby is, ratified, confirmed and approved in all reSpectS as the act and deed of the Corporation. The actions taken by this Consent shall have the same force and effect as if taken at a meeting of the Board of Directors of the Corporation duly called and constituted pursuant ro the Bylaws of the Corporation and the laws of the Territory of the U.S. Virgin Islands, and the Secretary of the Corporation shall cause this Consent to be filed with the minutes of the meetings of the Board. IN WITNESS WHEREOF, each of the undersigned has executed this Consent for the purpose of giving his consent thereto and approval :beam( in accordance with the Ins of the Territory of the LI.S. Virgin Islands and in respect of the Corporation as of the date first set forth above. DIRECTORS: D n K Indyke Richard D. Kahn CONFIDENTIAL SDNY_GM_00013411 CONFIDENTIAL FirstBankPR000574 EFTA_00124054 EFTA01269258 SOUTHERN COUNTRY INTERNATIONAL, LTD (a U.S. Virgin Islands Corporation) WRITTEN CONSENT OF THE SOLE SHAREHOLDER (in lieu of meeting) October 20, 2019 Pursuant to Section 196 of Tide 13 cape Virgin Islands Code (the "YE"). the undersigned,being the sole shareholder of Southern Country International, Ltd, a Virgin Islands corporation (the "cotroratioia does hereby consent and agree to the authorization and adoption of the following resolutions in lieu of a shareholder meeting: WHEREAS, Jeffrey E. Epstein, who was the stile record shareholder and beneficial owner of the Corporation, passed away on August 10, 2019; wHE REAS, ownership of the shares of the Corporation have vested in the Estate of Jeffrey E. Epstein of which Darren K. Indyke and Richard D. Kahn are Co•Executors, and which has become the sole shareholder of the Corpocition; WHEREAS, Jeffrey E. Epstein was a Director of the Corporation; WHEREAS, the Board of Directors of the Corporation has two (2) remaining members. and the Board has determined it is in the bat interest of the Corporation to set the number of Directors on the Board at two (2); WHEREAS, Article VII. Section I of the Articles of Incotponation sets the required number of I)irectors at no less than three (3); WHEREAS, the Bawd of Directors of the Corporation has consented to reduce the number of Directors on the Board to two (2); IXPIEREAS, the sole shareholder of the Corporation has determined that the matters and actions daeribed and provided for herein arc desirable for and in the best interest of the Corporation. NOW, THEREFORE, BE IT: RESOLVED, that pursuant to section 222 of Tide 13 of the Virgin Islands Code, Article VII, Section I of the Articles of Incorporation shall be amended to read as follows: "The number of Directors of the Corporation shall he as fixed by, or in the manner provided in, the Bylaws, but in no case shall the number be lower than the number of shareholders of the Corporation if the number of shareholders of the Corporation is fewer than three (3), and otherwise the number of Directors shall not he fewer than three (3). Unless and until changed by the Directors, or until the number of shareholders exceeds two (2), the number of Directors shall be two (2). The Directors need nor be shareholders." ttt c [SIGNATURE PAGE FOLLOWS) CONFIDENTIAL SDNY_GM_00013412 CONFIDENTIAL FirstBankPR000575 EFTA_00 I 24055 EFTA01269259 Business Entity No. 584624 Government of The United States Virgin Islands -O- Office of the Lieutenant Governor Division of Corporations & Tradeniarks CERTIFICATE OF GOOD STANDING To Whom These Presents Shall Come: 1, the undersigned Lieutenant Governor the United States Virgin Islands, do hereby certify that SOUTHERN COUNTRY INTERNATIONAL, LTD. has filed in the Office of the Lieutenant Governor the requisite annual reports and statements as required by the Virgin Islands Code, and the Rules and Regulations of this Office. In addition, the aforementioned entity has paid all applicable taxes and fees to date, and has a legal existence not having been cancelled or dissolved as far as the records of my office show. Wherefore, the aforementioned entity is duly formed under the laws of the Virgin Islands of the United States, is duly authorized to transact business, and, is hereby declared to be in good standing as witnessed by my seal below. Entity Type: Domestic Profit Corporation Entity Status: Active/In Good Standing Registration Date: 03/04/2014 Jurisdiction: United States Virgin Islands, United States Witness my hand and the seal of the Government of the United States Virgin Islands, on this 21st day of November, 2019. Thgenza A. Roach Lieutenant Governor United States Virgin Islands CONFIDENTIAL SDNY_GM_00013413 CONFIDENTIAL FirstBankPR000576 EFTA_00124056 EFTA01269260