EFTA Document EFTA01269548

C I First Bank Together we are one Document Checklist for Business Accounts File Important note: Please refer to the Account Opening Procedures for pecific information on the various types of documents required at account opening. Account Tide:) - Account NumberS ( \ C f Date Opened: 11)\;:j.- t Signature Cards V Customer Due Diligence for Business - Entities (eff. 611112010) . /- Customer Due Diligence for Additional signers or Authorized Signatures on Business Entities Accounts (eff. 6111/2010) V i V Observations at Place of Business OFAC/PLC (print evidence of verification) (611112010 for new account clients without an active deposit account at the lime d account opening) DocumentiChecklist for Business Accounts File -NNNS-2464-0711R ECR Checklist Individual Account for Personal Purposes NNNS-2544 (ft 611112010) ECR Individual Account for Commercial Purposes NNNS-2540 (ett. 06/ I 1/2010) i 1 ECR Checklist for Unincorporated Association cr Organizations Account (league, Club, Class. Fund rasing, religious. civic, etc) NNNS-2538 (0 61 0 . 111210) t - \kt:\ ECR Checklist for Corporate Accounts (Fa-profit or not4a-prot) NNS-1281 (eft. 6/1112010) ;•\kn ECR Checklist for Special Partnership ACCiduril (for profit and not-for-prolit) NNNS- 2539 (eff. 6/1112010) V Covered Person Cerifmation NNNS-1303 (eff.611112010) i1.1El Appropriate W-8 Form or W-9 Form (if non-U.S. entity) (eff. 611112010) Vc Disclosures that must be given to client Rates and Fees Schedule Account Agreement FDIC Insuring Your Deposit Brochure (USVI only) Notice of Negative Information Disclosure v Other Documents rt t,-;Xi....,t0.., Check 0 if is completed or N/A II not a Doable t"- Remarks ..... Certificate of Incorporation or Certificate of Cuakficabon (i a U.S. based =proton) Business/Trade License (current) Certificate of Good StaNfmg Articles of incorporation (stamped by the Office of the lieutenant Governor I USN and the Registrar of Companies in We BVI) Certificate o' Trade Name Corporate Resolution (with Corporate Seal) Corporate Resolution and Corporate Authorization and Indemnity Agreement for TelephoneffelexiFacsimiieNrritten Instructions (This document is only required if client requests hind transfers by phone, fax a messenger) Partners* Lotter and Sea* Agreement Business/Trade License (current) , , Palters* Agreement (d it exists) Certificate of Trade Name (t applicable) Certificate of limited Partnership (it applicable) Resolution where Partnershp °detains Cordoraten as a Partner (it separable) Partions*Conta'ns Lnued Liability Company as a Partner (d applicable) Partnership Contains Trust as a Partner (if applcable) Partners* Contains Joist Venture as a Pater (if applicable) Security Procedure Agreement for TetephonefFax Issuance at Payment Orders or Request for Internt.:mai afts (if requested) Dr _. .. SONY GM 000t3738 _ CONF1D NTIAL .—.— —. . irstttan EFTA DD 24381 EFTA01269548 C Cer:ficats of Trade Name (if epiglottis) Coma* Pesoluton or Unincorporated Association Resolution Certificate of Incorporattn or Gestate* of Authority for Foregn and Foreign Non-Pmfil Corporation (I incorporated) Midas of Incorporation (4 ircontrated) Certikat of Good Standing (if BVI corporation for more than tivetre months) (if incorporated) Corporate Resolution and Corporate Authorization and Indemnity Agreement for Telephone/Telex/Facsimile/Written Instructions. (This document is only required if client requests fund transfers by phone, fax or messenger) - if incorporated Security Procedure Agreement for TeteFyne/Fax Issuance of Payment Cyders or Request for International Drafts d tested - if at rated Limited Liabiky Company Letter and Security Agreement Business/14de License (current) Operating Agreement Ankles of Organization or Certificate of Formation (non-bast form- If the PLLC ea 'nett RIC Certificate of Existence Security Procedure Agreement for Telephone/Fax Issuance of Payment Orders or Request for International Drafts (if requested) - if unincorporated Limited Lebilty Company Contains Corporate Membanlilenager (if appitable) Limited Liability Company Contain Limited Likely Company as a fdemdeftlibfidilef (f applicable) limited Liability Company Contains Limited Liability Partnership as a Merriceilkiallager (if applicable) Limied Uabaty Company Contains Partnership as a Member:Manager (4 appicable) Limded Lietkiy Company Contains Tnist as a Membedlanager (if appleade) Lknied Liability Company Unincorporated Association as a Menteotanager (if applicable) titled May Company Contains Joint Venture as a ItemboviManager Of appricade) Corporate Resolution Certificate of Incorporation& Certificate d Cualfication Of a U.S. based kip:ration) Articlesof Incorporatien (stamped by the Office of the Lieutenant Governor) Businessff rade License (current) Corporate Resolution and Corporate Authorization and Indemnity Agreement for Telephone/Telex/Facsimile/Written Instructions. (This document is only required if client requests fund transfers by phone, fax or messenger) ../ limned Liabiky Company Letter d Security Agreement Businessff rade License turren Certifies* of Trade Name (if applicable) C1 0;1' Operating Agreement st Articles of Organization or Certificate of Formeton (non-bank form-required if the LLC is a 'neve LLC) V Cerfificar of Efintence Security Procedure Agreement for TeEphonelFax Issuance d Payment Orders or Request for International Draft (if requested) V Limited Liability Company Contains Corporate Member/Manager (if appleatta) .1.11,;c1 Limited Liability Company Conteit Limited Liability Company as a territenManager (i appicabis) t1`1-1 Limited Liabiity Company Contains Limited Liabilty Partnership as a Member/Alan-9ga (4 applicable) CA\ F") Limited Leto* Company Contains Partnership as a mentermaneger f4 apcticaitie) X,A Limited Liability Company Contains Trust as a MemberfManager (if applicable) (kW') Limited Liability Company Contain Unincorporated Association as a Member/Manager (4 ape/table) (\\,'. , Limited Lebity Company Contains Joint Venture as a Member/Manager (if amicable) .- i\.i,',—\ Limited Liability Partnersh*Letbar and Security Agreement Cedicale of Limited Parbieship (Limited Partnership) - Not required when opening accounts for law firrns or security brokerage houses Carta* of Existence BusinessITrade License (arrant) Operating Agreement Statement of ()talent:ion or Statement of Foreign OLdaficaeon Cenlicate of Trade Name (il appricable) SONY GSA 00013739 _ _ Security Procedure Agreernent for Telephenefax I '—' — "—' ' noe est ifs an EFTA_00 124382 EFTA01269549 business entities IOLTA Account Notice of Financial Institution VILAF Aocomt Notice of Financial denim'Ion Business License (current) Certificate of Trade Name if acolicablel Refer Sc. the Account Opening Procedures for additional documents required for different types of business enanas A legal document(s) Si *tech d states the nano of the person fang as administrator. tutor. executor or Muds and establehes h sine'. a.:ttrities -c4-.i;. . • .2.7:2,. ftir - puoit.....h . -.....:_. '' . . .f the PAC is an Unincorporated Associatbe Men a letter signed by the president of the association stating the associates' purpose and an Unincorporated Associslon Resolution Is required. II the PAC i s a Not lot Profit Corporation, a CerWicate of Incorporation for a Non-Sbek Corporation is required. A centration from the Virgin Islands Board of Elections Additional Documents (supporting documents) Chick la If Is obtained or WA If not applicable Remarks Income Vedficaton Piefessbnal association dreztm Marketrig bnxbuteshusiness Web site and cedar market mach Sae IThobs. Miles InvoiceEtrater. electricity, telephone) Sample of entity stationery (presents:km card, letter head paper. envelopes...) Other: Other Other: Other. CONFIDENTIAL SDNY_GM_000 13740 CONFIDENTIAL FirstBankPR000903 EFTA_00124383 EFTA01269550 First Bank Together we are one Branch Number \st Checklist for Special Pirtnership Account (For profit and not-for—profit) Account Number: (13-ax-o\ cri Document Action Comments Initials and Review Date e R Date 1 rt Reviewer Date \\7)\ \:: Basiodocuments t ‘ for ALL types of accounts Customer Due Diligence Commercial/Entities NNNS-I307 I Account file Complete for business entity. Customer Due Diligence Authorized Signatures I Account file One per each signer NNNS-I306 Account Referral Shed NNNS-I272 I Account file Only when the client is not present Observation at Place of Business (OPB) NNNS-2464 I Account file Partnership Bylaws or Articles of Incorporation E Account file Copy Partnership, LIC, LLP Security Agreement 4INNS-2 I98-0410R.or NNNS-2 190-0802 1 Account file NNNS-2200-0802. or NNNS-220I-0604R ID Verification Results Summary (ID CHECK & 0EAC) or evidence of the verification used in contingency. I Account file One per entity and one per each signer, if applicable J am', CHEXSYSTEM Report Result I Account file One „Iv eac per entity and one per h signer, if applicable (' Business License E Account file Photocopy of original document (S ./ (\0 Territorial Election Commission Certification E Account file Applies to candidates for government elective positions. Photocopy of original document. Signature cards M Cardholder: one alphabetical and one numerical Digitalize for checking accounts c, fl p-o (...ik Deposit Account Agreement NNNS-2092-0508R IlSVI NNNS-2377-I 104 BVI P Provide to client Additional documents for CHECKING ACCOUNTS Rates and Fees Schedule Disclonne NNNS-2091-I006R USVI I 1 Provide to client NNNS-2132-I206 IIVI • Additional documents for CERTIFICATES OF DEPOSIT . Certificate of Deposit Agreement NNNS-0958 Al One for tile and one for client Evidence of Negotiated Interest Rate, if applicable I Account file Only if there was a special quote. Legend: P - Purchasing M = Mostiic I - Intranet E External (s) Spanish e) English `539-0611R CONFIDENTIAL SONY_GM_00013741 CONFIDENTIAL FirstBankPR000904 EFTA_00124384 EFTA01269551 CONFIDENTIAL Account Type: Commercial Checking Account Number: 9S2-2tO1 loll Sign. Req. 1 Date: 5/3113 Address: 6100 Red Hook, QTR B3 Tel: 340-775-2525 St. Thomas, VI. 00802 Name: LSJE, LLC EIN: 66-0776615 Name: Ha Beller SSN: 081-52-0727 ID Tr e.U5 rPct 55 h+ ., .e.c. No Nam : SSN: ID Type: No: Name: SSN: ID Type: No lAaie hereby acknowledge having received the Deposit Account Agreement, the First prepared by: . Bancorp Information sharing and Privacy Policy, and the product rates and lam Authorized by COM NA 101E 712002 NNS-0001 Instructions for sompletioo 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. Superseding-Current-Reason Date Initial Please print the name of each 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 additional signature cards as necessary. The Bank will complete the remaining fields. o4- N *Important* Please provide each signature card in triplicate with the original signatures (no photocopies). Fors:Sank is a abradtaryofFust Bancorp (NYSE: NIP CONFIDENTIAL SDNY_GM_00013742 FirstBankPR000905 EFTA 00124385 EFTA01269552 Account Type: Commercial Checking Account Number: 13 a 9.00 1704 Sign. Req. 1 Date: 431 3 Address: 6100 Red Hook, QTR B3 Tel: 340-775.2525 St. Thomas, VI. 00802 Name: LSJE, LLC EN: 66-0776615 Name: .Jeanne Brennan SSN: 150-46-4746 ,--7/4“ .., L41_4_4c. ID Till 111azit ad- No: Name: SSN: ID Type: No: Name: SSN: ID Type: No: I/We hereby acknowledge having remised the Deposit Account Agreement. the First prepared by: Bancorp Infoinkatioa Sharing and Privacy Policy. and the product rates and fees. Authorized b ic , - k Lc._.,; \ I NA 10lE 7/2002 NNS-000I Cbch Superseding-Current-Reason Sil? d Warne oaten Initial' Instrucdons for comnletiog 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 the account together with a sample of their signature in each field under name. If there are more than four signatories please use additional signature cards as necessary. The Bank will complete the remaining fields. simponants Please provide each signature card in triplicate with the original signatures (no photocopies). FiroBank Is a subsidiary of Firs: Bancorp (NYSE: FBP CONFIDENTIAL SDNY_GM_00013743 CONFIDENTIAL FirstBankPR000906 EFTA_00 124386 EFTA01269553 Account Type: Commercial Checking Account Number: I Sign. Req. 1522OO11th 1 Date: 51.313 Address: 6100 Red Hook, QTR B3 Tel: 340-775-2525 St. Thomas, VI. 00802 Name: LSJE, LLC EIN: 66-0776615 Name: Jeffre tein SSN: 090-44-3348 ID Type: LIG ri--DX14e2* Lltesis° No:C.- OOOOcOO2.9413 N e: SSN: ID Type: No: Name: SSN: ID Type: o: I/We hereby aclaxsaledge having received the Deposit Account Agreement, the Fint prepared by: Stomp Infomuaion Sharing and Privacy Authorized by: ,. Policy, and the product rates and fees. i NA 10IE 7/2002 NNS-000I Superseding-Curtent-Reason Date*gia.lnitlai• Instructions for comnletio0 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 the account together with a sample of their signature in each field under name. If there are more than four signatories please rise additional signature cards as necessary. Want The Bank will complete the remaining fields. •Important• Please provide each signature card in triplicate with the original signatures (no photocopies). FirstBank u a subsidiary cf First Bancorp (NYSE: FBP CONFIDENTIAL SDNY_GM_00013744 CONFIDENTIAL FirstBankPR000907 EFTA_O0124387 EFTA01269554 CONFIDENTIAL Account Type: Commercial Checking Account Number: 1322001101 Sign. Req. I Date: cdici ai,i 13 Address: 6100 Red Hook, QTR B3 Tel: 340-775-2525 St. Thomas, VI. 00802 Name: LSJE, LLC EIN: 66-0776615 Name: Darren Indyke SSN: 098-54-8596 ID Type: u6-Pcospokt Name: SSN: ID Type: No: Name: SSN: ID Type: No: inve hereby acknowledge having received the Deposit Account Agreement, the First Bancorp Information Sharing and Privacy Policy, and the product rates and fem. Prepared by: Authorized by t • vt r / . — NA 101E 7/2002 NNS-000I Sup e rse dina-Current•Reason Date: a 1 Ja Initial: haloctions for consoletio 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 the account together with a sample of their signature in each field under name. If there arc more than four signatories please 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). FirnBank is a subsidtory of Fin: Bona, (NYSE RIP CONFIDENTIAL SDNY_GM_00013745 FirstBankPR000908 EFTA 00124388 EFTA01269555 Ckskcy-D1- 1 First Bank •-rupwi xi -wigs-yin iviii-rwealM. • • -.' ' - — ,tik Customer Due Diligence for Business - Entities Date.S Mills tol t ert Existing Account Number ir ' eraCOne New Account Number 0 ft 1 Chem I iftirot,ttItir, Business or Entity name: Employer Identification or Social Security Number LSJE. LLD 66-0776615 DBA Name (if applicable): Social Security Number (if applicable): Physical Address: 6100 Red Hook Quarter`B3 Mailing Address: Same as physical address St. Thomas,_USVI 00802 Business Phone: 340-775-2525 ' Email: 2. Business/Entity Description Type of Business: Household HAMS: ** 4 kIn Annual Sales: I i _. Date Established: 3/1.3/20.13 Number of Employees: ' 10 Number of Offices: 1 O DBA O Corporation Type of Entity O Government Agency O Unincorporated Association O Other, O Nonprofit or Entity Corporation t'.3 O Partnership Limited Liability Company 3. T • • Of Product E Certificate of Deposit S Checking O Saving III Erin OOentr, specify 4. Accoum 0 Payroll Purpose • Operational III Trust O Public Funds • ATM Machine • Escrow 0 Transfer Funds O Corresponsal O Investment 0 Other: 5. Expected Transactions Monthly Transactions Transact ions 0 t -10 ,8 11 -20 O 21 or more. Total Amount • $1 -stool) 0 $tool -$25.000 • $25,001 o more. Credits Transaction Type • El Cash 0 Payroll Electronic Transfers • Other. Account Transfers O ACH o Checks O POS Transactions • 1 -10 0 11 -20 O 21 or more. Total Amount M S1 - S5,000 IC! $5.001 - $25,000 O 525.001 o more. Debits Transaction T . CI Cash Electronic Transfers Pi:: Payroll • = 4 Othec Account Transfers • ACH .14 Checks O PDS • International Transactions —Wire Trans's,' fl Incoming Transfers III Outgoing Transfers in Daily O Weekly O Monthly. 0 Doty O Weekly • Monthly. Transactions 0 1 -10 l:. 11- 20 O 21 -50 O 51 or more. Transactions M 1 -10 0 11 —20 O 21 -50 O 51 or more. Total Amount • S1 -$25.000 E l $23001. 3300,000 O $500.001 o more. Total Amount 0 St -125,000 4 $25,001 - ssoo.000 0000.001 o more. Countries Countries --.--- 6. Initial Deposit and Origin of Funds Initial Deposit: Origin of Funds: i ___.„.. If the initial deposit is greater than 5500000; indicate the source of wealth: 7. Client Classification • it the awe, is yes to at least one of the blowing, The dent Ind be concriered high risk and futlher &den is needed as estalish Gudance For inithilusfs or Entities Consdered as High Risk. • II the answer to D. E, crF yes, then authorization from the Comptance Department-BSA Division is rewired. A. Is the NAICS selected high risk? B. Does the business have a private ATM machine on site? C Is the business a nonprofit Organization? D. Is the business a political committee or organization? --- - - — - — E. Is the business related to an officer of a foreign government? Indicate the type of relationship; Lithe Due °Nance Checkest- Yes No E 0 O 0 O 0 • O 0 F. Is the business e a in activities relat i SDNY GM 00013710 ffd CONFIDENTIAL FirstBankPR000909 EFfA_00124389 EFTA01269556 1 First Bank Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Existing Account Number 1. Authorized Signer Information Account Number which Is attached to the Signer Name: Jeanne Date of Birth: 9/2/1960 Place of Birth: NY Social Security: 150-48-4748 Citizenship: USA Physical Address: BL Cabrita Point St. Thomas, USVI 00802 Initial: Lest Name: Brennan Home Phone: 340-779-1738 Other Mailing Address: 6501 Red Hook Plaza Ste 201 St Thomas, USVI 00802 Place of Employment: Financial Trust Company, Inc. Occupation: CPA Work Phone: Email: ID 1st 2nd Type Passport Ptipiet, taceti5C. Recurrent Source: Annual Income: Number Employment Address: 6100 Red Hook Plaza Ste 201 St. Thomas. USVI 00802 Country USA U 0 Own Business 0 Private 0 Government El Other. specify: 0 S0.01 - 550.001 0 $50,001 - 5150.000 0 $150.001- S250,000 0 Over $250600 Expiration (MMVONYVY) 05/19/2018 2O%-i 3. Client Classification • the answer ism for A and C of the fatneng quosbons. the ceent eV be consiosred high nsk and tenet erten is needed as estahasli nn Ire Duo augence Checklisf4tdance For Ind:yr:Nets a Entities Considered es High Risk. , . If the answer keels yes then e‘thorizahe. hem the Comdex. Oepartnerr-8SA DhSsion is requited. A. Indicate whether the client is a nonresident alien: (NAICS #100000) S. Indicate whether the client is a resident alien: (NAICS #200000) C. Indicate whether the client is related to an officer of a foreign government and document the type of relationship: (NAICS #400000) Yes No IR s7„.. 0 ICY 4. Verification System- For use only as Contingency Plan if CHEXS YSTEM was called Nome of the Representative who attended your call: Response to Social Security: Year: Response on Industry Behavior: Response on ID: State: Other: 5. Account °penult] Authorization Name Comments, If applicable: Interviewed ) tW Approv Now WINS-13064410 CONFIDENTIAL Signature superseding- Date initial: CONF I EN AL ID Denied OltintrNo. Oab SONY_GM_000 13747 FirstBankPRO00910 EFTA_00124390 EFTA01269557 1 First Bank Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Existing Account Number Account Number which is attached to the Signer 1. A1111100/0t1 Signer 111f0(111111 011 Name: Harry initial: I Date of Birth: 519/1956 Citizenship: USA Physical Address: 12 Golar Drive Last Name: Beller Plate of Birth: NY Monsey, NY 10952 Horne Phone: Social Security: 051-52-0727 Mailing Address: 6100 Red Hook Quarter B3 Other. St. Thomas, USVI 00802 Place of Employment HBRK Associates Occupation: Accountant Work Phone: 614-862-4814 Email: ID 1st 2nd Employment Address: 301 East 661" Street Ste 1OF New York, NY 10085 Type Number Country Expiration (1140D/VYYY) Passport USA t_th Recurrent Source: 0 Own Business 0 Private 0 Government 0 Other, specify: Annual Income: 0 S0.01 - $50,001 0 $50,001 - 5150.000 0 5150.001- $250,000 1W04/2014 5 DA 0 Over $250.000 3. Client Classification . Rue renter is yes for A and Ccrlbefibleveng quedions the teer vie.' be consicBred high risk and further action is needed as °smash in the Cte Diigente CheckOst-Gudance For Ince& fue of Rates Considered es Hiet, Risk. . lithe answer to cis yes, Men aikrorization from the CColdwoce DeeartmaMigSA aWskm is leeMet A. Indicate whether the clients a nonresident alien: (NAICS#100000) B. Indicate whether the client is a resident alien: (NAICS #200000) C. Indicate whether the client is related to an officer of a foreign government and document the type of relationship: (NAICS 0420000) 4. Verification System- For use only as Contingency Plan If CHEXSYS TEM was called Yes 0 0 0 Name of the Representative who attended your call: Response to Soctal Security: Year: Response on Industry Behavior: Response on ID: State: Other: 5. Account Opening Authorization AppL ved 2 Name Comments, If applicable: I: Denied lei _Se o/S- Mara Date NNNS-1306-04! 0 CONFIDENTIAL Nana ing-Current-Reason Nn O At to Initial (ain Fl ro ENTIAL L2:24141 SDNY_GM_00013748 FirstBankPR000911 EFTA (x)124391 EFTA01269558 I First Bank Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Existing Account Number Account Number which Is attached to the Signer 1. Authorized Signer Information Name: Jeffrey Date or Birth: Citizenship: Physical Address: Little Saint Initial: E Last Name: Place of Birth: NY Home Phone: Epstein Address: Red 120/1953 USA Social Security: 090-44-3348 340-775-8100 Other: Mailing James Island 6100 Hook Quarter B-3 St. Thomas, USVI 00802 St. Thomas USVI 00802 Place of Employment: Occupation: Work Phone: Email: Financial Trust Company, Inc. Employment Address: 6100 Red Hook Quarter B3 crnancral Consultant St. Thomas, USVI 00802 I ID Type Number Country Expiration (AINVONYVV, 1st Driver License C-000000029913 I USVI 1/20/2015 2nd N5jAeLscoit 4(099IIIO1 US 5,262 ta2D 2. Income Recurrent Source: Annual Income: Ei Own Business 0 Private O Goverment O Other, specify: O 50.01 - 550,001 O 550.001 - $150,003 O $150,C01- $253.000 0 Over $250,000 3. Client Classification • If (Se answer is yes for A and C of Ike LAWW....Arig atm:bans. the cent wiV be consicpred high risk and farther action Checklist-Guidance For IndVideab or EntilbsConsileredas High Risk. • lithe ansnerfo C is yes, then authorization from the ComaGance Deparrnark-BSA Dkiition Is masked A. Indicate whether the client k a nonresident alien: (NAICS #100000) B. Indicate whether the client is a resident alien: (NAICS #200000) needed as ostabkth in the Due ()agave C. Indicate whether the client is related to an officer of a foreign goverment and document the type of relationship: (NAICS #400000) Yes No K Z K 0 . K 21, 4. Verification System- For use only as Contingency Plan if CHEXSYSTEM was called Name of the Representative who attended your call: Response to Social Security: Year: Response on Industry Behavior. Response on ID: State: Other: 5. Account Opening Authorization ISKApprcd 6 /.2 Haw Comments, if applicable: Denied /Et Maw** OffiCer-S -0. Date Interviped by: __Yvon ___Geote NNNS1306-0410 CONFIDENTIAL Qr superseding-current-Reasone CAl ireg o mane.- confibEi L SONY_GM_000137.19 FirstBankPR000912 EFTA (x)124392 EFTA01269559 1 First Bank Oleic' DI Superseding-Current-Reason_ omer Due Diligence For Additional igners on Individual Accounts or Authorized Date: 474a Initial 4 17-Signatures on Business Entities Accounts Existing Account Number 7321000005 Account Number which Is attached to the Signer 1. Authorized Signer Information Name: Darren Date of Birth: 2/19/1965 Citizenship: USA Physical Address: 2 Kean Ct Initial: K Last Name: indyke Place of Birth: NY Livingston NJ 07039 Social Security: 098-54-8596 Home Phone: Mailing Address: 6100 Red Hook Quarter B3 St. Thomas, VI 00802 Other: Place of Employment Darren K Indyke, PLLC Employment Address: Occupation: Attorney 575 Lexington Law Wont Phone: 212-971-1314 New York, NY 10022 Relation Account Title: Secretary ID Tyne 1st NJ DL Number O Private O Government 0 $50,001 4150,000 El 5150,001- Country Expiration ORADEVYYM USA USA 0 Other, specify. $250,000 O Over 5250,000 4/30/2015 2nd Pass rt Recurrent Source: 0 Own Business Annual income: 0 50.01- 550,001 3/10/2022 3. Client Classification . Ifrite answer is yes forA and C of the (abaft questions. Median! wales considered high askant/ (tether action is needed as °eat* sh este Due Divrce Checklist-Guidance For inthvictuats or Entries Cons:chi:Was High Risk • If the answer to C is sea then authorization horn the CornMance Depart:nett-BSA DiViSial is requited. A. Indicate whether the client is a nonresident alien: (NAICS #100000) B. Indicate whether the client is a resident alien: (NAICS #200000) C. Indicate whether the client is related to an officer of a foreign government and document the type of relationship: (NAICS #400000) Yes No O 0 O El O El 4, Verification System- For use only as Contingency Plan if CHEXSYSTEM was called Name of the Representative who attended your call: Response to Social Security: Year. Response on Industry Behavior: _ Response on ID: State: Other. 5. Account Opening Atithoetution K Denied Mara. Comments, if applicable: 413 Interviewel: . Ca e obS ie NNNS-1306-1111 CONFIDENTIAL S4nature CONFIDENTIAL SDNY_GM_00013750 FirstBankPR000913 EFTA_00124393 EFTA01269560 roin, W.9 mint October 2007) DipYmeni of es nerewy Some Renew Oen4ce Request for Taxpayer Identification Number and Certification Ohm form to the requester. Do not send to the IRS. oi 8 I I i I Little Nero (re shown an your income tax Muni Business name, if cfrfferern from above LSJE, LLC Check appropriate bac O Indivkluelreole proprietor O Corporation O Parmirship O m Limited Mobley company. Enter the tax clarreificallon (Dedieregorded (witty. C-car Pspartnengep) e O Exempt Mee Addison (number. Set, and opt. or suit* no) Saint James Island Requeeter's name and address (optional) City, etas, and ZIP code St. Thomas, VI. 00802 List account number(*) here (0p0OrM) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on one 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, tole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, R is your employer identification nurnber (EIN). If you do not have a number. see How to get a TIN on page 3. Note. If the account Is In =re than one Dane, see the chart on page 4 for guidelines on whose nurrber to enter. Part II Certification &WY security number or Employer identification number 66 0776615 Undor penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me). and 2. lam not subject to backup withholding because: (a) I ern exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Smite (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen a other U.S. person (defined below). Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you we curtently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you moat provide your correct TIN. See the Instructions on page 4. Sign Here SIgneiture of U.S. person IP' Date O. General Instructions. Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, Income paid to you, real estate transactions, mortgage interest you paid. acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident Wien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you we waiting for a number to be issued), 2. Certify that you we not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal ex purposes, you are considered a U.S. person it you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you we a U.S. person that is a partner in a partnership conducting a trade or business in the United States. provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, CONFIDENTIAL Cat. No 10231)( Form W-9 (Ray. 10-2007) SDNY_GM_00013751 CONFIDENTIAL FirstBankPR000914 EFTA_00124394 EFTA01269561 LSJE, LLC 6100 Red Hook Quarter B3 Sr. Thomas, USN' 00802 April 2, 2013 Government of the U.S. Virgin Islands Bureau of Internal Revenue St. Thomas, V.I. 00802 Re: LSJ Employees, LLC 66-0776615 Name Change Dear Madam/Sirs: Please be advised that effective March 13, 2013 the above referenced Limited Liability Company duly organized and existing under the laws of the United States Virgin Islands amended its Articles of Organization to reflect a change of name from LSJ Employees, LLC to LSJE, LLC. The Company is attaching an Updated Form 8832 for the sole purpose of reflecting the Company Name Change. LSJE, LLC 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 If you have any questions please contact Jeanne Brennan at 775-2525. Sincerely yours, ( Lt./re RECEIVED pRocEssINGis ACCOUNTS NO. Is Jeanne Brennan Manager APR 0 2 2013 VIRGIN ISLANDS BURENUOr DIURNAL REVENUE SL TI icxYA.svi Attachment: Fomi 8832 CC: Atty. Tamarah Smalls CONFIDENTIAL SDNY_GM_000 13752 CONFIDENTIAL FirstBankPR000915 EFTA_00124395 EFTA01269562 CERTIFICATE OF AMENDMENT TO ARTICLES OF ORGANIZATION OF LSJ EMPLOYEES, LLC Superseding-Current-Reason ItCS5t43° Date: Initial' LSJ EMPLOYEES, LLC, a limited liability company duly organized and existing under and by virtue of the laws of the United States Virgin Islands (the "Company'), DOES HEREBY CERTIFY that the following Amendment to the Company's Articles of Organization has been duly adopted in accordance with the provisions of the Uniform Limited Liability Company Act, Chapter 15, Title 13, Section 1204 of the Virgin Islands Code: 1. The name of the Company is LSJ Employees, LLC. 2. The Articles of Organization of the Company were filed with the Office of the Lieutenant Governor of the United States Virgin Islands on October 27, 2011. 3. Article One of the Articles of Organization of the Company is reby amended by deleting in its entirety Paragraph 1 thereof, captioned "Name, andi Address", and inserting the following in lieu thereof: , 7,-.0 • • - 0 --- -) Ct s} 1 ' c? C ************************************** 7.- • c..) . m c, 7-a —n -0. 01 -Ls -110 .... Name and Address co c> i •__. ("I co 1. The name and initial address of the limited liability comany @tall be LSJE, LLC (the "Company"), 6100 Red Hook Quarter, B3, St. Thomas, U.S. Virgin Islands 00802. The initial physical address of the Company shall be 6100 Red Hook Quarter, B3, St. Thomas, U.S. Virgin Islands 00802, or such other address as may be determined from time to time by the Manager of the Company. *********************************4t****** IN WITNESS WHEREOF, the undersigned person has hereunto set her hand as the Manager of the Company on thisa day of March, 2013 Jea ne Brennan, Manager 1 CONFIDENTIAL SDNY_GM_000 13753 CONFIDENTIAL FirstBankPR000916 EFTA_00 124396 EFTA01269563 O TERRITORY OF THE UNITED STATES VIRGIN ISLANDS DIVISION OF ST. THOMAS - ST. JOHN BEFORE ME, the undersigned authority, on this day of March, 2013, personally appeared Jeanne Brennan, who, being by me first duly sworn, declared that she is the person who signed the foregoing document as the Manager of the Company and that the statements contained in the Certificate of Amendment to Articles of Organization are true. Nota Public in and for the Territory of the United States Virgin Islands My commission expireaslatintb20 2 CONFIDENTIAL 0 C) <3 C, ro O 4 SDNY_GM_000 13754 CONFIDENTIAL FirstBankPR000917 EFTA_00 124397 EFTA01269564 Account Type: Commercial Checking Account Number. 15220011:i Sign. Req. 1 Date: 5/3,13 Address: 6100 Red Hook, QTR B3 Tel: 340-775-2525 St. Thomas, VI. 00802 Name: LSJE, LLC E1N: 66-0776615 Name: J ey Epstein - - ------:\ SSN: 090-44-3348 ID Type: t15rD9" 46 1) t'aSse No: C.— 000cootp2.9 9 I 3 Name: SSN: ID Type: No: Name: SSN: ID Type: No: having prepared by: Authorized by i la cci \ !AV< hereby acknowledge received the Deposit Account Agreement, the Finn Bancorp Intormanon Sharing and Privacy Policy. sod the product rates and fee. NA 101E 7/2002 NNS-000I Ono superseding-Current-Reason _ Date-4224 Initial: IDstrudions for comoletion 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 the account together with a sample of their signature in each field under name. If there are more than four signatories please 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). FirnBane is a subsidiary00)ra Bancorp (NYSE: FBP CONFIDENTIAL SDNY_GM_00013755 CONFIDENTIAL FirstBankPR000918 EFTA_00 124398 EFTA01269565 Supersedlna-OurroMMeaSen PotsAgia—lnisia AMENDED AND RESTATED OPERATING AGREEMENT OF LSJE, LLC A U.S. Virgin Islands Limited Liability Company THIS AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement') is made and entered into as of March 13, 2013 by Jeffrey E. Epstein (hereinafter referred to as "Sole Member"), with an address at 6100 Red Hook Quarter, B3, St. Thomas, USVI 00802, who formed LSJE, LLC, a United States Virgin Islands limited liability company (the "Company") pursuant to the United States Virgin Islands Uniform Limited Liability Company Act (the "Act') and hereby amends and restates the Company's Operating to provide for the operation of the Company and the conduct of its affairs upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. Formation. The Company was organized as a U.S. Virgin Islands limited liability company under and pursuant to the United States Virgin Islands Limited Liability Company Act (the "Act") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor of the United States Virgin Islands on October 27, 2011, as required by the Act. A Certificate of Amendment to the Articles (the "Amendment") was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on March 13, 2013 in other to change the name of the Company from "LSJ Employees, LLC" to "LSJE, LLC" B. Name. The name of the Company shall be "LSJE, LLC". The Company was formerly named "LSJ EMPLOYEES, LLC", but the Company's name was changed to "LSJE, LLC" by the filing of the Amendment with the Office of the Lieutenant Governor of the United States Virgin Islands. The Company upon proper notice and filing with the Office of the Lieutenant Governor of the United States Virgin Islands may conduct its business under one or more assumed names. C. Purposes. The purpose of the Company is to engage in any lawful activity, operate any lawful enterprise or to have any other lawful purpose permitted by the law of the territory of the United States Virgin Islands. The Company shall have all the powers necessary or convenient to affect any purpose for which it is formed, including all powers granted by the Act D. Duration. The Company shall continue in existence perpetually, beginning on the date of filing of the Articles, unless terminated by law or dissolved and terminated. E. Registered Office and Resident Agent and Place of Business. The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Business Basics VI, LLC, 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The Company's principal place of business is 6100 Red Hook Quarter, 133, St. Thomas U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine. 1 CONFIDENTIAL SDNY_GM_00013756 CONFIDENTIAL FirstBankPR000919 EFTA 00124399 EFTA01269566 SECTION II CAPITAL STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution bv the Sole Member: Initial Issuance. The Sole Member's ownership rights in the Company shall be reflected in "Membership Units," of which there are 100, as recorded in the Company's records. Upon the formation of the Company, the Sole Member has made a capital contribution to the capital of the Company in the amount of cash, or of the property- in-kind, or both, set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company thereupon issued to the Sole Member that number and class of Units so subscribed and contributed for. The Sole Member may make additional capital contributions at any time and in any amount that it may desire. B. Transfer of Membership Units. The Sole Member may transfer any or all of its Membership Units to any person or persons, at any time and from time to time. Subject to the provisions of this Section, the Sole Member may assign its Membership Units in the Company in whole or in part. The assignment of a Membership Unit does not itself entitle the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is only entitled to receive, to the extent assigned, the distributions the assigning Sole Member would otherwise be entitled to, and such assignee shall only become an assignee of a Membership Unit and not a substituted member. An assignee of a Membership Unit shall be admitted as a substitute member and shall be entitled to all the rights and powers of the assignor only if all the members consent. If admitted, the substitute member, has to the extent assigned, all of the rights and powers, and is subject to all of the restrictions and liabilities of the members. Notwithstanding the foregoing, the Sole Member may, by a duly executed agreement, assign all of its Membership Interest, together with the management and voting rights in the Company, whereupon the assignee shall, without any further action or consent by any member, manager or other person, become a substitute member of the Company. C. No Interest: No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a return of, a capital contribution or any portion thereof. SECTION III CAPITAL ACCOUNT A. Capital Account. A capital account ("Capital Account") shall be maintained for the Sole Member, and any additional member in accordance with the provisions of this Article. 1. Increases in Capital Account. The Capital Account of the members shall be increased by: 2 CONFIDENTIAL SDNY_GM_000 13757 CONFIDENTIAL FirstBankPR000920 EFTA 00124400 EFTA01269567 (a) The fair market value of the members' initial capital contribution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1(bX2)(iv)(4 (f) and (g) and Section 1.704-1(b)(4)(1) shall be made. (b) The members' share of the increase in the tax basis of Company property, if any, arising out of the recapture of any tax credit. (c) Allocations to the members of Profit. (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Section 1.704-1(bX2)(iv). (e) The amount of Company liabilities that are assumed by the Sole Member. 2. Decreases in Capital Account The Capital Account of the members shall be decreased by: (a) The amount of money distributed to the members by the Company pursuant to any provision of this Agreement (b) The fair market value of property distributed to the members by the Company (net of liabilities secured by such distributed property that such members are considered to assume or take subject to under Code Section 752). (c) Allocations to the members of Losses. (d) Allocations to the members of deductions, expenses, Nonrecourse Deductions and net losses allocated to them pursuant to this Agreement, and the members' share of Company expenditures which are neither deductible nor properly chargeable to Capital Accounts under Code Section 705(aX2)(B) or are treated as such expenditures under Treasury Regulation Section 1.704-1(b)(2)(iv)(i). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (e) The amount of any liabilities of the members that are assumed by the Company. SECTION IV ALLOCATIONS AND DISTRIBUTIONS A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income, gain, loss, deduction, and 3 CONFIDENTIAL SDNY_GM_000 13758 CONFIDENTIAL FirstBankPR000921 EFTA_001 2440 I EFTA01269568 credit recognized or allowable for Federal income tax purposes shall be allocated and credited or charged to the Sole Member. B. Distributions. Net cash flow shall be distributed in the following priority: I. First, to the Sole Member in repayment of any advance of funds to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if any; 2. Additional distributions, if any will be made to the Sole Member, in such amounts and at such times as determined by the Sole Member. C. Distribution upon Liquidation of the Company. 1. At the termination of the Company and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash to the Sole Member and any dissociated members whose interests have not been previously redeemed first, in discharge of their respective capital interests; and then, in proportion to the Membership Units. 2. If the Company lacks sufficient assets to make the distributions described in the foregoing paragraph, the Company will make distributions in proportion to the amount of the respective capital accounts of the Sole Member and any dissociated members whose interests have not been previously redeemed. SECTION V MANAGEMENT OF BUSINESS A. In Oeneral. The Company shall be manager-managed. The initial Manager of the Company shall be Jeanne Brennan. The Manager shall manage the business and affairs of the Company and shall have full and complete authority, power and discretion to do all things necessary or convenient to manage, control and carry out the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. B. Limitation of Ma/trifler's Authority. Notwithstanding the authority of the Manager, the consent of the Sole Member shall be required for the Manager to: 1. Sell, transfer, assign, convey, or otherwise dispose of any part of the Company's assets; 2. Cause the Company to incur any debt in excess of $5,000, whether or not in the ordinary course of business; 3. Cause the Company to incur any debt less than $5,000 other than in the ordinary course of business; 4 CONFIDENTIAL SDNY_GM_000 13759 CONFIDENTIAL FirstBankPR000922 EFTA 00124402 EFTA01269569 4. Cause the Company to encumber any assets in connection with any debt referred to in clause 2 or 3 above; 5. Issue, sell, transfer, assign, convey or otherwise dispose of any Membership Interest in the Company; 6. Adopt, amend or repeal the Operating Agreement of the Company; 7. Appoint or fill the vacancy of the Manager; 8. Approve a plan of merger of the Company with any other entity; 9. Amend, alter, repeal, or take any action inconsistent with any resolution of the Sole Member; and 10. Incur any single expense or combination of related expenses in excess of 55,000. C. voting of Membership Units. A Membership Unit is entitled to be voted only if it is owned by a member and each such Membership Unit shall be entitled to one vote. Neither an assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is admitted as a member. SECTION VI EXCULPATION OF LIABILITY: INDEMNIFICATION A. ,Exculoation of Liability. Unless otherwise provided by law or expressly assumed pursuant to a written instrument signed by such Person, neither the Sole Member nor the Manager shall be personally liable for the acts, debts or liabilities of the Company. B. Thdannification. 1. Except as otherwise provided in this Section, the Company, its receiver or its trustee shall indemnify, defend and hold harmless the Sole Member and the Manager and their respective heirs, personal representatives, and successors, and may indemnify, defend and hold harmless any employee or agent, who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, from and against any expense, loss, damage or liability incurred or connected with, or any claim, suit, demand, loss, judgment, liability, cost or expense, including, without limitation, reasonable attorney's fees, arising from or related to, the Company or any act or omission of the Sole Member, the Manager or such employee or agent on behalf of the Company, and amounts paid in settlement of any of the above, provided that such amounts were not the result of fraud, gross negligence, or reckless or intentional misconduct on the part of the Sole Member, the Manager or such employee or agent against whom a claim is asserted. The Company may advance to the Sole Member, the Manager or any such employee or agent and their respective heirs, personal representatives, and successors the costs of defending any claim, suit or action against such Person if such Person undertakes to repay the funds advanced, with interest, if the Person is not entitled to indemnification under this Section. 2. To the extent that the Sole Member, the Manager, or any such employee or agent of the Company has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including, without 5 CONFIDENTIAL SDNY_GM_000 13760 CONFIDENTIAL FirstBankPR000923 EFTA 00124403 EFTA01269570 limitation, attorneys' fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. 3. Any indemnification permitted under this Section, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made by the vote of the majority of the Membership Units of the members who are not parties or threatened to be made parties to the action, suit or proceeding, unless there is only one member, in which case it shall be made by the sole member, whether or not such member is a party or threatened to be made a party to the action. Notwithstanding the foregoing to the contrary, no indemnification shall be provided to any Manager, employee or agent of the Company for or in connection with the receipt of a financial benefit to which such person is not entitled, voting for or assenting to a distribution to the members in violation of this Agreement or the Act, or a knowing violation of law. SECTION VII LIQUIDATION The Company shalt be dissolved, and shall terminate and wind up its affairs, upon the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section Headings. The Section headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement. B. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. C. Amendment. This Agreement may be amended or revoked at any time, in writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in writing and signed by the Sole Member. D. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. Governing Law. Regardless of the place where this Agreement may be executed by the Sole Member, the rights and obligations of the Sole Member, and any claims and disputes relating 6 CONFIDENTIAL SDNY_GM_00013761 CONFIDENTIAL FirstBankPR000924 EFTA 00124704 EFTA01269571 thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Territory of the United States Virgin Islands. IN WITNESS WHEREOF, the Sole Member makes and executes this Amended and Restated Operating Agreement on the day and year first written above. WITNESSETH: 7 CONFIDENTIAL SDNY_GM_000 13762 CONFIDENTIAL FirstBankPR000925 EFTA [(1124405 EFTA01269572 EXHIBIT A MEMBER LISTING; CAPITAL CONTRIBUTIONS Members Capiikcsajitsggl Membership Units Percentage Interest JEFFREY E. EPSTEIN 51000.00 100 100% (rord, (3, ao( s JEFFREY E. EPSTEIN DATE CONFIDENTIAL 8 CONFIDENTIAL SDNY_GM_000 13763 FirstBankPR000926 EFTA_00124406 EFTA01269573 First Bank Virgin Islands ...;tip€:i-seding-Current-Reason Datex 12> Initial Mufti Limited Liability Company Letter and Security Agreement Date 311417013 We the undersigned Members. Managers, or Officers of LSJE. LLC ('Company') located at Little Saint Jinn Islands, St. Thomas HEREBY CERTIFY that Company, a Limited Liability Company fornied pursuant to U.S. Virgin Islands Law. (State Inkanaboil is composed of the following Members: Jeffrey Epstein and the Mowing Manager or Officer(s): Jeanne Brennan (Indicate Name or Manager or Name(s) or Tille(s)of Ma(o)) To induce you in your discretion to act and rely hereon and on the signature of any of the designated present or future Managers, Members, Officers, employees or agents of Company ("Authorized Person(s)'), we agree and certify on behalf of Company as follows: 1. FirstBank ("Bank') is hereby designated as depository of Company, and any Authorized Person is authorized to deposit or designate for deposit any funds of Company in Bank at any of its branches. Bank may at any time refuse to accept and/or may return by ordinary mail or otherwise the whole or any part of a deposit. 2. The following duly appointed Authorized Person(s) Jeffrey Epstein, Member, Darren Indyke, Attorney. Jeanne Brennan, Manager, Harry Beller, Accountant signing Singly_ (For purposes or signing hems. incicale e g., singly, any two etc; end their successors are hereby authorized to sign, by hand or by 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 ("ACK') debits without a signature; (2) initiate payments by use of Depository Transfer Checks ("OTC) without a signature other than the name of Company printed on the OTC. or (3) give Instructions, by means other than the signing of an item, with respect to any account transaction, inducting, but not limited to the payment transfer or withdrawal of funds by wire, computer or other electronic means, or otheiwise, or of money, credits, items or property at any time held by Bank for account of Company (instructions"). 3 Bank is hereby authorized to honor and pay Items, whether signed by hand or by facsimile (including, but not limited to, computer generated) signature(s). In the case of facsimile signatures, Bank is authorized to pay any Item if the signature, regardless of how or by whom affixed, and whether or not the form of signature used on such Item was actually prepared by or for Company, resembles the specimens filed with Bank by Company. 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 Manager or Member or employee individually, without inquiry as to the circumstances of the issuance 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 collection, or otherwise, Items endorsed by any person or by stamp or other impression in the name or account number of Company without thqury as to the circumstances of the endorsement or any lack of endorsement or the disposition of the proceeds. 5. The following Authorized Persons Jeffrey Epstein, Member ndicate by name thaw authorized to effect Loans. Advances, et) of Company, signing Singly (Indicate now notes, etc are to be signed, e.g. sngly, any two, etc ) are hereby authorized to effect loans and advances and obtain credit at any tine for Company tom Bank (and guarantee on behalf of Company the obligations of others to Bank), secured or unsecured, and for such loans and advances and credit and guarantees to make, execute and deliver promissory notes and other written obligations or evidence of indebtedness of Company, applications for letters of credit instruments of guarantee an' indemnity and any agreements or undertakings, general or specific, with respect to any of the foregoing, end as security for the payment of loans, advances, indebtedness, guarantees and liabilities of, or credit given to, Company or others to pledge, hypothecate, mortgage, assign, transfer, want liens and security interests in, give rights with respect to, endorse and deliver property of any description, real or personal, and any interest therein and evidence of any thereof at any time held by company, and to execute mortgages, which may be necessary or desire• ofglitorney and offitill'afw6dffietiffiltitTlattruments 0, ith, Bank. commeraal paper, bills receivable, deeds of bust, security agreements, i tr. CONFIDENTIAL FirstBankPR000927 EFTA_00124407 EFTA01269574 called *Obligations') upon any and all moneys, securities and any and all other property of Company and the proceeds thereof, now a hereafter actually or constructively held or received by or in transit in any manna to or from Bank, its correspondents or agents from or fa Company, whether for safekeeping. custody, pledge, transmission, collection or otherwise coming into the possession of Bank in any way. 8. In case of conflicting claims or disputes, or doubt on Bank's pat as to the validity, extent, modification, revocation or exercise of any of the authorities herein contained, Bank may, but need not recognize nor give any effect to any notice from any Manager or Member of Company, or from any other person purporting to cancel, restrict or change any of said authorities, or the exercise thereof, unless Bank is required to do so by the judgment decree or order of a court having jurisdiction of the subject matter and of the patios to such conflicting claims or disputes. 9. Company agrees to be bound by the Terms and Conditions for Business Accounts and Services, currently in effect and as amended hereafter, as well as any signature card, deposit ticket, checkbook, passbook, statement of account, receipt, instrument, document or other agreements, such as, but not limited to, funds transfer agreements, delivered or made available to Company from Bank and by all notices posted at the office of Bank at which the account of Company is maintained, in each case with the same effect as if each and every term thereof were set forth in full herein and made a part hereof. 10. Subject to paragraph 10 above, all the foregoing authorities shall remain in full force and effect until revoked or limited by written notice to Bank provided that such notice shall not be effective with respect to any revocation a modification of said authorities until Bank shall have had a reasonable opportunity to act thereon and in no event prior to the receipt or the payment of money or the withdrawal of funds dated on or prior to the date of such notice, but presented to Bank after receipt of such notice and Bank is hereby authorized at all times to rely upon the last notice, certification or communication received by it as to the persons who from time to time may be signatories of Company, or as to their respective specimen signatures and/or as to any other Company matters, and Bank shall be held harmless in such reliance. 11. The Managers, Members, end Officers of Company, or any one or more of them are hereby authorized to act for Company in all other matters and transactions relating to any of its business with Bank including, but not limited to, the execution and delivery of any agreements or contracts necessary to effect the foregoing Resolutions. 12 Company hereby represents and warrants that none of the authorities herein contained are contrary to or inconsistent with any other agreements among Members of Company, or between Company and other parties 13. Bank is hereby released from any liability and shall be indemnified against any loss, liability or expense arising from honoring this Agreement 14 The signature(s) below is/are the signature(s) of the Menagerie), if Company is manager-managed, the signature(s) of the Member(s) if Company is member-managed, or the signature(s) of the Officer(s) if Company is govemed by a board of erectors. NOTE: In case the Manager, Member, or Officer is authorized to sign by the above provisions, this Agreement should be signed by a second Manager, Member, of Officer. By: Jeffrey Epstein Title: Member (Manager bet, o- Odra/ Tde) By: Jeanne Brennan irk." 164440414‘ . Title: Manager (Manager. Member, co. Official Trte) Very truly yours, LSJE LLC Itne olOampany Little Saint James Island St. Thomas USVI Address CONFIDENTIAL SO NY_GM_000 13765 CONFIDENTIAL FirstBankPR000928 EFTA_00124408 EFTA01269575 Bank Virgin Islands Limited Liability Company Authorization and Indemnity Agreement For Telephone/Telex/Facsimile/Written Instructions 1. Authorization. The undersigned hereby requests and authorizes FirstBank (the 'Bank•) to accept and act upon any instructions ("Instructions") delivered by telephone or telex or written or facsimile transmission given or purportedly given by a person or persons authorized to transact business with the Bank as shown on the resolution or other evidence or advice of authority from time to time maintained in the records of the Bank. 2. NO Liability of Bank• The undersigned accepts the risk that instructions may be given by an unauthorized person and agrees that the Bank will have no liability or responsibility for acting in accordance with any Instructions, whether or not genuine or duty authorized. The Bank shall have no liability or responsibility for any misunderstandings arising out of any telephone Instructions 3. Security Procedures. The security procedure agreed upon for verifying the authenticity of Instructions is a call back to any of the following individuals, whether or not such individual has initiated any such transfer. (The Bank recommends that the persons designated below should not be persons who generally issue Instructions. Whenever possible, the Bank will endeavor to call someone other than the issuer of the instructions.) Name and Tide Telephone Number (include country/Area Code) Jeanne Brennan, Manager 340-775-2525 Harry Beller, Accountant 646-862-4814 Alternatively, at the Bank's option, the call back may be made to any person designated on the signature cards or any other account documentation on file with the Bank for the undersigned's accounts as authorized to issue Instructions or otherwise transact business on such account. In addition to call back, the parties agree that for Instructions received by facsimile transmission, or in writing, the Bank will determine whether the Instructions purport to bear the signature of any individual who is designated on the current signature cards or other account documentation on file with the Bank for the undersigned's account(s) as authorized to issue Instructions or otherwise transact business on such accounts. The security procedures and other terms specified in this Agreement also apply to amendments and cancellations of Instructions. It is understood that these security procedures are designed to verify the authenticity, and not the correctness, of Instructions. The Bank may, at its option, record (electronically or otherwise) any call back made pursuant to this Agreement any Instructions or other instructions given by telephone and any other telephone discussions relating to Instructions. The undersigned agrees that its rights and duties and those of the Bank hereunder shall be governed by the terms of the Bank's Account Terms and Conditions (as may be amended from time to time) applicable to the undersigned's accounts at the Bank The undersigned agrees that the security procedures set forth herein constitute a commercially reasonable method of providing security against unauthorized Instructions. The undersigned agrees to be bound by any Instruction, whether or not authorized, issued in the undersigned's name and accepted by the Bank in compliance with the security procedure set forth herein and the undersigned agrees to indemnify and hold the Bank harmless from any loss suffered or liability incurred by the Bank in, or arising from the Bank's execution of Instructions believed by the Bank in good faith to have been given (or signed in the case of any facsimile transmission) by a person authorized as provided above, provided the Bank has complied with such security procedure 4. Bank May Decline to Act It is understood that the Bank shall have no obligation to execute any Instruction unless and until such instruction is verified in accordance with the security procedures set forth herein, and the undersigned will indemnify and hold the Bank harmless from any loss suffered or liability incurred by the Bank in refraining from processing an Instruction after all reasonable efforts to verify such Instruction in accordance with this agreement have failed or in delaying the execution of an Instruction until such verification is obtained. Upon notice to the undersigned, the Bank may also, at Its option, refuse to execute any Instruction or part thereof for any other reason without incurring any responsibility for any loss, liability or expense arising out of such refusal 5. Indemnity. The undersigned agrees to indemnify the Bank, it's affiliates, subsidiaries and their directors, officers, representatives and agents on demand for all losses, claims, damages or expenses (including legal fees and disbursements) which it or any of them may suffer or incur in connection with this Agreement, including, but not limited to, acting or refusing to act on any Telephone or Telex or Facsimile or Written Instruction, whether or not genuine or duly authorized. our agreement to the pros' FiDE EN criniaAr of this lett§PaYtaktiaelaiPeonstitute 6. Our continued issuance of Transfer CONFIDENTIAL FirstBankPR000929 EFTA_00124409 EFTA01269576 'First Bank Virgin Islands Supertectlhg-Current-Reas. CO as414113—iniui; We the undersigned Members, Managers, or Officers of LSJE. LLC cumg-- Limited Liability Company Resolutions For Telephone/ Telex/Facsimile/Written Instructions A company duly organized and existing under the laws of U.S. Virgin Islands Held at American Yacht Harbor, St. Thomas on the 03 day of 14 , 20 13 IT WAS RESOLVED 1. That the company issue in favor of FirstBank (the 'Bank") a Limited Liability Company Authorization and Indemnity Agreement For Telephone/Telex/Facsimile/Written Instructions in the form required by the Bank, a copy of such form having been presented to and approved by the Members, Managers, or Officers. 2. That Jeanne Brennan, Manager K and / Jeffrey Epstein, Member (P,fM Name end 770) 0 or (PM Name end nb) be authorized to execute the said Authorization and Indemnity Agreement in favor of the Bank. IN WITNESS WHEREOF, I have hereunto set my hand as Member/Manager/Officer of the United Liability Company this 03 day of 14 , 20 13 • Select One -jeffreui &piiEIV1 , Mehdo-es- Name end Title CONFIDENTIAL SDNY_GM_000 13767 CONFIDENTIAL FirstBankPR000930 EFTA 00I24410 EFTA01269577 Business Verification Results Page 1 of I CONFIDENTIAL Business verification Results Amon, tic RESULTS SUMMARY OFAC CHECK: PASSED WV RESPONSE: OVEFFJDE ELM: Fr PLED Input E IN: 660776615 I NANE MATCH: PASSED Input Name: IS/E. UC ADDRESS MATCH: FARED Input Address: 6100 Red Hook Quarter, 53 St. Thames VI 00802 DM Info: 224 ELMS COURT CIR 3AOCSON MS 39204 DI. Info: 230 NERRISROOK TILL DUNCANVILLE TX 75116 DM. Info: 762 BUCKEYE CT RIFLE CO 81650 Altesnative vetoes PHONE MATCH: , LEASE VERIFY Input Phone: 340-775-2525 Dd. Info: 3055573242 DN. Info: 9722962187 DM Info: 9706253079 Additional Actions taken: • Note - Please confirm the I . . OvanIde Continents: On 05/22/53 at OSI 47: 4S J.011110 Gorge Added: Cleared - Otter (type in reason)aient provided proof of EIN, Addraaa and telephone number Account Status: testate hint TM 291. a/PORTANT INFORMATION FOR CONSUMER REPORT IL IDENTITY VERIFICATION SERVICES C40,3041 Pr epee the 6000 FM Creel( Re peeling ha (ratA) the Greenness. Mtn Pe: pima m sow fife n ommoice axiom mete a Orttelek. Vela Se PM, Tie OP OPtaleted FAY neat nen be hewed et FOOS be no caw peps. Pliematlen Honed coroner Amen Mists MO met be Mae. Or MASH COMOOM• MAIM APHOMPAPHO Pro Oftr MOT. OnHOMOT https://production.penleyine.c pcyNcrityraiikloAte=print&oRPNYMC FirstBankPR000931 EFEA_001244I I EFTA01269578 QuailFile (NAC) Page I oft CONFIDENTIAL IMPORTANT INFORMATION FOR CONSUMER REPORT & IDENTITY VERIFICATION SERVICES This consumer/business data is being furnished in connection with a transaction Initiated by the consumer, and / or in accordance with the written instructions of the consumer, to whom the information relates as provided for under the federal Fair Credit Reporting Act (FCRA) or the Gramm Leach Bliley Act (GLEW); or is being used in connection with account review as provided for under the FCRA. The data contained in this report may be viewed or printed for no other purpose. Information returned in Consumer Report services may not be viewed or printed in connection with making a pre-approved firm offer of credit (prescreen). Business Information Response Business Information (As Entered) LSJE, LLC Fed Tax ID: 66-0776615 6100 Red Hook Quarter, 83 St. Thomas, VI 00802 Work Phone: 340.775-2525 Non FCRA Identification Information Federal Tax Id & Business Name Match : No ChexSystems® History Total Closures: 0 Total Purchased Debt: 0 Disputed: 0 Disputed: 0 Paid: 0 Paid: 0 Unpaid. 0 Unpaid: 0 Partially Paid: 0 Partially Paid: 0 Sold: 0 Sold: 0 Closure Details No Closures Found Purchased Debt Details No Purchased Debt Found Inquiry Details Total Number of Inquiries: Number of Inquiring Fit Inquiry Date Business Name Inquirer Name 01/03/2012 LSJ EMPLOYEE LLC FIRSTBANK nquiry 1 of 1 Inquiry Date: 01/03/2012 INQUIRY PERFORMED BY FIRSTBANK #732 YACHT HAVEN OFFICE https://produetion.penleyine.e coN-itiEw isAtrt.do?repoStifyp9 13 FirstBankPR000932 EFTA 00I24412 Inquiry ID: 522312769 BUSINESS INQUIRED UPON 66-0776615 LSJ EMPLOYEE LLC EFTA01269579 QualiFile (NAC) Page 2 of 2 5316 YACHT HAVEN GRANDE ST THOMAS, VI 00802 LITTLE SAINT JAMES IS SAINT THOMAS, VI 00802 Inquiry ID 599834077 Reference Detail Transaction Tracking ID: 1369230529985.3754.UXAP301P_Z2 Print This Pape - Close https://production.penleyinc.cCtinrinnuriArrldo?repthirRYPA_ 3 CONFIDENTIAL FirstBankPR000933 EFTA_00124413 EFTA01269580 a rplarsanottsw.wratelnaa—.. 40-A 9ele AMENDED AND RESTATED OPERATING AGREEMENT OIt LSIE, LLC A US. Virgin IslandaLicatted LliabIlio Company THIS AMENDED AND RESTATED OPERATING AOREI3MENT (this "Ameentman) is made and anaed into as of Much 13, 20L3 by Jeffrey E. Epstein (het tiositer Saud to as "Sole Member"), with an address at 6100 Red Hook Quarter, B3, St. Thomas, USW OW; who Conned LSIE, LW, a United Steam Virgin Wanda limited Sanity company (the "Company', mune to the United States Virgin :skmds Llnifortn Limited Liability Company Act (the "Ace) red hereby mends sod restates the Company's Owning to provide for the opera Ian of dm Campeau and the conduct of its affatra upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. remmtion. The Company was organised as a U.S. Virgin blanch Waited liability company under and pursuant to the United Sutes Virgin Islands Limited Liability Company Act (ihe "Act) by the filing of Articles of Organization ("Articles") with the Office of the.Lietnenant Governor of the Waled States Virgin Islands on October 27, 2011, as requited by the An. A Certificate of Amendment to the Midis (the "Amendment") was flied with the Office of the Lieutenant Governor of the United Saba Virgin Islands on Mardi 13, 2013 in order to change the name of the C,ompany hem 'LSI Employees, LW' to "LSJE, LLC B. NOM, Da tarns of tiro Company Man be "LSJE, LLC. The Compeny was formerly named "LSI EMPLOYEES, LLC', but the Conmanyb none was changed to “1-6113, LLC by the filing of the Amendment with the Office of the Lienemant Onvemor of the Uribtd States Virgin Islands. The Company upon prom mode. and Eng with the Office cf the Lk:memo Governor of the United States Virgin islands may conduct its business under ox or more assomed names. aingues. The purpose of the Company is to engage in any lawful activity, °mate any lawful enterprise or to have any other hosed propose permitted by the law of de territory of the United States Virgin Islands. The Company shall have all the pawn necessary or convenient to affect any propose for which it is farad, Including all powers gamed by Be Act. D. Dago. The Company shag coati= ia misteme papaw*, beginning on the date of filing of the Articles, wester terminated by law or dissolved acid terminated, nalaidgreaSIn1441622O3lialta The Registered Office and Resident Agent of dad Ccomeso for envier of poem within the Unitary shall be: Business Basics Vl, LLC, 9100 Port of Sale Mall, Suite IS, St. Thomas, U.S. 1/lightish:ids 00802. The Company's principalplace of business is 6100 RaHook Quarter, B3, St. Thomas U.S. Vitgin Wads 00502 cc vachother place atAeneas! the Sole Member may hereafter detente. I CONFIDENTIAL SONY_GM_000137 71 FirstBankPR000934 EFTA_00124.114 CONFIDENTIAL EFTA01269581 SECTION II CAPFUL STRUCTURE: MEMBF.RSIIIP UNITS AND COVRIBITTIONSTRANSFER OF NIEMBERSIIIP egilialQtribuliminallOolelloth~lisomigg. Tho Sole Member's ownership rights In the Company shall b:reflected in "Membership Urns," of whom there are 10(), as recorded in the Compmy's records Upon the formtics of rim Company, the Sole Member has made a capital eontnhutioe to the capitol of the Company In the amount of cash, or of the property. in-kind, or both, set firth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company thereupon Issued to the Solo Member that number and tins of Utits so subscribed and autibuted for. The Sole Member may make additional capital contribunoas at any time end in any amount that it may dash's B. ltaharmsadmiihrith-Urtin. The Sole Member may transfer any or ell of its Membership Units to any person or partone, at any time and !tom time te time. Subject to the provisions of this Section, the Sole Member may assign is Membership Units in the Company in whole or in pan. The essigmnate of a Membership Unit does not itself entitle the assignee to participate in the management and affitirs of the Company or to become a member. Such samgats is only enritled to receive, to the extent mined, the dIstributioas the assigning Sole Member would otherwise be erirlded to,. and such andonee shag only become cm assignee oft Membership Unit and not a substituted member. An assignee of a Membership Unit shall be admitted as a substituer member end shall be entitled to all the rights and powers of the assignor only If all the members consent If admitted, the sunlit:an member, bas to the extent assigned, all of the rights and powers, and is subject to ell of the restrictions and liabilities of the members. Notwithstanding the foregoing, the Sole Member may. by a duly executed comment, assign all of its Membership Interest, together with the management and voting diem) in the Company, whereupon the assignee shall, without any fritter action or consent by my member, manager or other person, become a aunt:hut. member of the Cbmpeey. C. acrialwnit.A.Yol.gliansIghtol. CaPlial ~barium to lhe Company shall not earn intestate except as otherwise expressly provided for in this Agreezoent iketept as OfUTSVise provided in this Agreement, the Sole Member shell not be entitled to withdraw, or to naive a ream of, a capital contritsdion or any portion then& SECTION UT CAPITAL ACCOUNT A. (;mini Ax— A capital account ("Capital Accetati stall be maintained for the Sole Member, end any additimal member b accordance with the pro oat of this Ankle. 1. Ingerana in Capital &coml. The Capital Areetut of the members shell be lammed by: 2 CONFIDENTIAL SDNY_GM_00013772 FirstBankPR000935 CONFIDENTIAL EFTA_00124415 EFTA01269582 (e) The fltir marka value of the members' issitat epital cam~Cit1 and any additional capital eontributions by the meinben to the Commay. If arty property, other than cash. d ~tainted bor ~id by the Company, the aegustmerde Candid Accounts redd by Inanity Repletion Section 1.704-1(b)(2)(n)(d), (c), (0 and (g) and Section 1,704-1(bO)(I) Mall bo made. (h) The mantas' sham of the Maxim in the tax basis of Company meetly, if any. arising out of the recapture of any tree credit (o) Allocations to the members of Profit. (d) Cempany income or gain (Including incense and gain exempt from Income tioastiod m provided under this Apeamen[, w athEvdso by Repletion Section l.704-2(b)(2)(d). (e) The amount of Company lid:glided that arc assumed byte Sole Met. Z. ape anskannimlaSkitsgsgl. The Capital Accoum of the mmnbers si's] be decreased tr (a) Tho amount of money distributed to the members by the Company durum to any provision of this (b) The fair market value of property digitated to the members by the Company dim of liabilities secured by such distributed property that such members are considered to assumes or take subject to under Code Section 752). (c) Allocations to the members of Losses. (d) Macadam to the members of deductions, expenses, Nonnondse Deductiona and cd lessen allocated ei them purer/ to this Agnament, and the members' share of Company expenditures which ate at deductible nor properly chargeable to Capital Accounts under Code. Section 735(a)(2)(13) or are treated such expenditures under Treason/ Regulation Sectien I.704-1(b)(2)(iv)(1). 1Na-course Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (e) The ematatt of any liabilities of the members that are assumed by the Company, SECTION IV ALLOCATIONS AN12.1>TSTRIECTI0N A. Allocation& lØ purposes of maintaining the Sole Member's Capital Account, aD of the Company's ciet profits net losses, expenses and other items of income, gain, loss, and credit shall be allocated to tin Sole Member. All items of Cowpony taxable income, gain, loar, dedinden, and 3 CONFIDENTIAL S0NY_GM_00013773 FirstBankPR000936 CONFIDENTIAL Ea:LUX/124416 EFTA01269583 oat teedgnired or allowable for Fednel income tax proposes shall be allocated ad oteditd or charged to the Sole Maths; S. Dignisi*mg Net cash llow shall be distributed in tin following prior ty: 1. Tint, to the Sole Member in repayment of any advance of :hods to the Company as a lender, to the extent of and in proportion to such advances, including intetest thereon, if any; 2. Additional distributions, If my will be rook to the Solo Member, in such amounts and at such times as determined by the Sole Member. C. thagribution S0,glithir of the CoMPSY. I. At the teminatioa of the Company and after the Company has to'sdril or provided for the satisfaction of all the Company's debts and olio- °brigadiers, the Company's assets will be distributed in cash to the Solo Member and any dissociated 'northers whose beams have not been previously Seemed fist, in discharge of their respective capital interests; end then, in importion to the Membership Units. 2. if the Convey lacks sufficient assets to make the distibations dented is the foregoing pingo* the Company will make distributions In proportion to the amount of the respective capital accounts of the Sole Member end any dissociated members whose interests have not teen previously redeemed, SECTION V taaitlateMETSENSIVAti A. In__Cgsamg. The Company shall be marogeworaturged. The initial Manager of the Company shall be Jeanne Brea= The Manager shall manage the business and atlidxs of the Company and shall have hall and complete authority, power sod discretion to do all things necessary or convenient to manage, coon/ and carry out the bind/Yrs( aNirs and properties of the Company, to make all decisions regarding those months and to perform any and all other acts or activities customary or incident to the management of the Company's business. A. pplitztipn of 1.6alsaer's Aullthrillc. Notwithstaadhg the authority of the Manager, the consort of the Sole Member shall be required for the Manager to. 1. Sell, transfer, assign, convey, or otherwise dispose of any part of the Company's assets; 2. Cause the Company to incur any debt in moss of $5,000, whether or not in the ordinary course or buster-Sr 3. Cause the Company to hunt any debt less than $5,000 other than In the accitnety course of business; 4 CONFIDENTIAL SO N Y_GM_00013774 FirstBankPR000937 EFTA_00124417 CONFIDENTIAL EFTA01269584 4. Cause the Company to encumber any assets in connection with any debt referred to in clause 2 or 3 above; S. LW" sell, tench, assign, convey or otherwise dispose of any Membership Interest in the Company; 6. Adopt, emend orrepeal the °petting kowtreut of the Company; 7. Appoint or fill to vacancy of the Manager; 8. Approve a plan of merger of the Company with any outer entity; 9. Amend, alter, repeal, or take any onion inconsistent with any resolution of the Sole Member, end 10. Incur any single expense or combination of enlaced expenses hi eXCete of 55,000. C. Yonne of Membership Ulla. A Membership Unit Is entitled to be voted only if it is owned by a member and each such Mem,berabfp Unit shall be entitled to one vote. Neither an assignee ncr a transferee may vote a Membership Unit maws such assignee or transferee is admitted. as a member. SECTION VI ANCLIPATION OF LIABILITY: Dil:FMNIFICATION A. Occultation of Liabilitv Unless otbeaw:se provided by law or expos* assumed pursuant to a written instnimein signed by such Person, neither the Solo Member nor the Manager shall So personally liable for the seta, debts or liabilities of the Company. B. IndeMnificerion. I. Except as otherwise, provided in this Seothm, the Company, its receives or its mkt shall indemnify. defend end hold harmless the Sole Member end the Manager and their respective twin. perseauti Pspresendatives, and successors. and may indemnify. defend and hold harmless any employee cc agent, who was or inept:verb threatened to be made a petty to a threatened, pending or completed action, ant or proceeding, from and against any expense, lots, damage or il'ability incurred or connected with, or any claim, suit, demand, lose, judgment, liability, cost or expense, Including, without /Imitation, reasonable attorneys reek arising from or raged to, the Company or any act or omission of the Sole Member, the Manager or such employee or agent on behalf of the Company, and amounts pad In sculement of any of the above, provided that such amounts were not the result of fraud, groat negligence, or reckless cr intentional misconduct on the pan of the Sole Member, the Manager or strh employee or agent against whom a claim Is asserted. The Company tasty advance to the Sole Member, the Manage/ or any such employee or agent and their respective hairs, personal temesmiatives, and raccessors the costs of &Sending any claim, mit or action against such Person if such Perron underteles to repay the funds advanced, with interest, if the Person is not entitled to indemnification under this Section. 2. To the extent that the Sole Member, the Manager, or any such employee or agent of the Company hat been successful anther merits or otherwise In defense of en actio, wit or proceeding or in defense of any claim, issue or other matter in the action, suit or reocosding, such person shall be Indemnified against actual end reasonable expenses, including. without 5 CONFIDENTIAL SDNY 13775 CONFIDENTIAL FirstBankPR000938 EFTA_0012441 8 EFTA01269585 limitation, attorneys' fees, lammed by sock person in oonnection with the action, suit or proceeding and any action, suit or proceeding brought to entree the mandatory indemnification provided hengin. 3. Any indenudfloation permitted miler this Section, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification Is per under the circumstances because the person to be indemnified has met the applicable standard of concha tad upon ea evaluation of the reasonableness of expethes and amotests paid in settlement. This determination end evaluation shall be made by the vote of the majority of the Membership Units of the members who are not parties or threatened to be made parties to the action, suit or proceeding, unless there. is cagy one member, in which case ft shell be made by the sole member, whether or not such tnember is a party or threatened to be made a peaty to the action. Notwithstanding the foregoing to the contre.7, no rothanmiRestion shall be provided to &EY Manager, employee or agent of the Comperw for or io onaneetiaa with the receipt of a financial bimefit to which much person is not entitled, we* for or assenting to a distdbraion to the members in violation of this Agreement or the Act, or a knowing violation of law. SECTION VU )41OULDATION The company shall be dissolved, arid than laminate and Wind up its affairs, upon the determinction of the Sole Member m dose. SECTION VIII MISCELLANROU.gFAOyfStoYS A. Seskaissdishiss. The Section headings and numbers contained in this Agreement have been inserted only as a mailer of convenience and for refertneo, and in shall be menstried to define, limit or describe the mope or intent of any provision of this agreement E. Severabilltv. The invalidity o: uneafhtembility of any particular provision of this Agreement shall not ediest the Act provisions hereof. and this Agreement shall be construed in all respects as if such invalider tmeoforceable provisions were omitted. C AMPTVIrring, This Agreement may be amended or revoked at any lets, in writing, with the consent of the Seth Member. No change or modification to this Agreement shell be valid MIMS In wilting and signed by the Sole Member. D. itindros SAWS. Subject to the provisions of tha Agreement minting to transfmtbillw, this Agreement will be biding upon and shall haste to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. GoverningLaw. Regardless of the place where this Agreement may bo executed by the Sob Mesabi; the lights and obligations of the Sole Member, and any claims and disputes relating 6 CONFIDENTIAL SDNY_GM_00013776 FirstBankPR000939 CONFIDENTIAL EFTA_00124419 EFTA01269586 thaeto, shall be subject to end governed by, end construed and enforced in accordance, with the laws of the reaitory of the United States Virgin Islands. IN WITNESS WHEREOF, the Solo Met makes and executes this Amended and Restated Operadng Ags tot the day end year fin: written above. WHNESSETH: 7 CONFIDENTIAL SD NY_GM_00013777 CONFIDENTIAL FirstBankPR000940 ETTA_00 124420 EFTA01269587 YXHIBIT A MEMBER "arm; CAPITAL CONTRIBVITONS Mnbsos LIDAWspkiltapi Membermi (ink! EtEs08.410100E JEFFREY E. EPSTEIN 51000.00 100 100% AND AG Oircit 1 aoc 3 JEFFREY & EPSTEIN DATE 8 CONFIDENTIAL SDNY_GM_000 13778 CONFIDENTIAL FirstBankPR000941 EFTA _00124421 EFTA01269588 CERTIFICATE OP AMENDMENT TO ARTICLES OF ORGANIZATION OF LSJ EMPLOYEES, LLC ektece,ft SoperseclinoCurrentaesson-,-- esoSNOI Oste: InNaC Ls; EMPLOYEES, LLC all:rifled liability companyduly organized and existing under and by virtue of the laws of the United States Virgin Islands (the "Company), DOES HEREBY CERTIFY that the following Amendment to the Company's Articles of Organization has been duly adopted in accordance with the provisions of the Uniform Limited Liability Company Act, Chapter IS, Title 13, Section 1204 of the Virgin Islands Code: 1. The name of the Company is LSJ Employees, LLC 2. The Articles of Organization of the Company were filed with tho Office of the Lieutenant Governor of the United States Virgin Islands on October 27, 2011, 3. Article One of the Articles of Organization of the Com ls*rehy amended by deleting in its entirety Paragraph 1 thereof, captioned rune arn4 Address", and inserting the following In lieu thereof: ti ry, _ 6."' • r • 914•1444.4.1.4.1.1414.14014.004.4.414414144144.944** ****** Si 1- W C1 44 C. 7. 0 • Name and Address zy4 ....- in 1. The name and Initial address of the limited liability company ll be LSJB, Lit (the "Company"), 6100 Red Hook Quarter, B3, St Thomas, U.S. Virgin Islands 00802. The initial physical address of the Company shall be 6100 Red Hook Quarter, E3, St Thomas, US. Virgin Islands 00802, or such other address as may be determined from time to time by the Manager of the Company. 4.41.0464,44.14,41••••****44.14•41444.1PI*44411.41•41.4*** IN WITNESS WHEREOF, the undersigned person has hereunto set her hand as the Manager of the Company on thistle, day of March, 2013 . 6,.../...n.c....4.,,r - I e / Brennan, Manager CONFIDENTIAL SDNY_GM_00013779 FirstBankPR000942 CONFIDENTIAL EFTA_001 24422 EFTA01269589 TERRITORY OF THE UNITED STATES VIRGIN ISLANDS DIVISION OF ST. THOMAS - ST. JOHN BEFORE ME, the undersigned authority, on thist& day of March, 2013, personally appeared Jeanne Brennan, who, being by me first duly sworn, dedared that she is the person who slimed the foregoing document as the Manager of the Company and that the statements contained In the Certificate of Amendment to Articles of, Organization are true. Nora Public in and far the Territory of the United States Virgin Islands , • My commission expires fo Zit . . 2 CONFIDENTIAL SDNY_GM_000 13780 FirstBankPR000943 CONFIDENTIAL EFTA_OOI 24423 EFTA01269590 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -0- CHARLOTTE AMAL1P., ST. THOMAS, VI 00802 Corp. No. 581737 OFFICE OF THE LIEUTENANT GOVERNOR To Whom These Presents Shall Come: I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands, do hereby codify that: LSJ EMPLOYEES, LLC a Virgin Islands Limited Liability Company, filed in the Office of the Lieutenant Governor on March 13, 2013, as provided for by law, Articles of Amendment to Articles of Organization, duly acknowledged; changing its name to LSJE, LLC WHEREFORE the said Correction is hereby declared to have been duly recorded in this office on the aforesaid and to be in MI force and effect from that date. In Witness Whereof, I have hereunto set my hand and affix the seal of the Government of the United States Virgin Islands, at Charlotte Antall°, this 21m day of March, A. D., 2013. _rot— ta- R. FRANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL SDNY_GM_00013781 CONFIDENTIAL FirstBankPR000944 EFTA 00124324 EFTA01269591 Cli finDEPARTMENT OF THE TREASURY *A`Li/NTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 12-09-2011 Employer Identification Number: 66-0776615 Form: SS-4 Minter of this notice: CP 575 G LSJ EMPLOYEES LLC JEFFREY EPSTEIN SOLE MBR 9100 HAVENSIGHT 15 16 ST THCMAS, VI 00802 For assistance you may call us at: 1-800-829-4931 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 66-0776615. This KIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. 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 KIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a SMall Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. 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 co the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT 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. • 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 about your SIN, 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. Thank you for your cooperation. CONFIDENTIAL SDNY_GM_000 13782 CONFIDENTIAL FirstBankPR000945 EFTA 00124425 EFTA01269592 (IRS USE ONLY) 575G 12-09-2011 LSJE 0 9999999999 SS-4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 G 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 12-09-2011 EMPLOYER IDENTIFICATION NUMBER: 66-0776615 FORM: SS-4 NOBOD INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 .lull LSJ EMPLOYEES LLC JEFFREY EPSTEIN SOLE MBR 9100 HAVENSIGHT 15 16 ST THOMAS, VI 00802 CONFIDENTIAL SDNY_GM_00013783 CONFIDENTIAL FirstBankPR000946 EFTA 00124426 EFTA01269593 CERTIFICATION OF BENEFICIAL OWNER(S) The Information contained In this Certification is soughtpursuant to Section 1020.230 of Title 31 of the United States Code of Federal Regulations (31 CFR 1020.230). Person opening an account on behalf of a legal entity must provide the following Information: kccount # 732 2 001709 732 2 001742. 1. First Name and title of Natural Person Opening Account 2. Last Name 3. Middle Initial JEFFREY EPSTEIN E 4. Name and type of Legal Entity for Which the Account Is Being Opened LSJE, LLC 4a. Legal Entity Address 4b. City 4c. State 4d. ZIP/Postal Code 6100 Red Hook Quarter B3 St. Thomas USVI 00802 SECTION I (To add additional individuals, seepage 3) Please providethe following information for an individuaks), if any, who, directly or kxfirectly, through any contract arrangement. understanding, relationship, or otherwise owns 20% or more of the equity interests of the legal entity listed above. Check here 0 If no individual meets this definition and complete Section IL 5. First Name Jeffrey 6. Last Name Epstein 7. M.I. E 8. Date of Birth 01/20/1953 9. Address 10. City 11. State 12. ZIP/Postal Code 6100 Red Hook Quarter B3 St. Thomas USVI 00802 13. Country 14. SSN (U.S. Persons/Non-U.S. Ptvsons) 15. Identification Number (SSN. Passport Numbercrother similar identlecation ntrnber) USA D90-44-3348 54538884 15a. State of Issuance: 15b. Country of issuance: 16. Ownership % USA USA 100 mai In lieu of a passport number. Non-U.S. Persons may also provide a Social Security Number. an alien Identification card number. or number and country of Issuance of any other governmentasued document evidencing nationaNty or residence and bearing a photograph or similar safeguard. SECTION II Please provide the following information for an individual with significant responsibility for managing or directing the entity, including, an executive officer or senior manager (e.g.. Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or Any other individual who regularly performs similar functions. 17. First Name Jeffrey 18. Last Name Epstein 19. M.I. 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. Persons/kr-U.S. Persons) 090-44-3348 27. Identification (SSN, Passport Numberorothersinlar bertticabon number) 54538864 27a. State of Issuance: USA 27b. Country of Issuance: USA KM: In Neu of a passport number, Non-U.S. Persons may also provide a Social Security Number, an alien identification card number, or number and country of issuance of any other govemment-issued document evidencing nationality or residence and bearing a photograph or similar safeguard. I, JEFFREY TEIN ame of person opetu um), hereby certify, to the best of my knowledge, that the informatio ovided he n is true an any of the above mentioned information changes I agree to provide the financial tionwritte • nod NNNG-1618-04113 CONFIDENTIAL DIfIll) SONY_GM_Clalat 3786 CONFIDENTIAL FirstBankPR000947 EFTA_00I 24427 EFTA01269594 .AD-IFAmykkairmlopion* NI0.1618.18 CONFIDENTIAL CONFIDENTIAL SDNY_CWIII.009116 FirsteenkPRO00900 EFT,001.1142E EFTA01269595 Additional Section 1- Second Beneficial Owner (If required) Please provide the following information for an individual(s), if any, who, directly or indrectty, through any contract arrangement, understanding, relationship, or otherwise owns 20% or more of the equity interests of the legal entity listed above. 5. First Name 6. Last Name 7. M.I. 8. Date of Birth 9. Address 10. City 11. State 12. ZIPIPostal Code 13. Count 14. SSN (U.S. Persons / Non-U. . S Persons) 13. Identification Number (SSN. Passport Numberorother serial klentthcetion number) 16a. State of Issuance: 15b. Country of Issuance: 16. Ownership % NOTE: In lieu of a passport number, Non-U.S. Persons may also provide a Social Secunty Number, an alien identification card number. or number and country of issuance of any other government-issued document evidencing nationeMy or residence and beating a photograph or similar safeguard. Additional Section 1 -Third Beneficial Owner afrequireth Please provide the following information for an individual(s), i any, who, directly or ndirecdy, through any contract arrangement, understanding, relationship, or otherwise owns 20% or more of the equity interests of the legal entity listed above. 5. First Name 6. Last Name 7. M.I. 8. Date of Birth 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country 14. SSN (U.S.Persons/ Non-U.S. Persons) 15. Identification Number (SSN, Passpert Numbarorother sinew' identification number) 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % War In lieu of a passport number, Non-U.S. Persons may also provide a Social Security Number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and beefing a photograph a similar safeguard. Additional Section 1- Fourth Beneficial Owner (If required) Please provide the following information for an individual(s), if any, who, directly or hdirectly, through any contract arrangement, understanding, relationship, or otherwise owns 20% or more of the equity interests of the legal entity listed above. 5. First Name 6. Last Name 7. M.I. & Date of Birth 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country 14. SSN (U.S. Persons/Non-U.S. Persons) 15 Identification Number (Si,S Passport Nurnbercrothererniar ' identification ' number) 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % NOTE: In Neu of a passport number, Non-U.S. Persons may also provide a Social Secunly Number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph a similar safeguard. NNNG-I 6184418 CONFIDENTIAL SONYGMAIS) MI6 CONFIDENTIAL FirstBankPR000949 EFTA 00124429 EFTA01269596 Additional Section 1- Fifth Beneficial Owner (If required) Please provide the following information for an individual(s), if any, who, directly or indirediy, through any contract arrangement, understanding, relationship, or otherwise owns 20% or more of the equity interests of the legal entity listed above. 5. First Name 6. Last Name 7. M.I. 8. Date of Birth 9. Address 10. City 11. State 12. 23P/Postal Code 13. Country 14. SSN (US PersonsINon-U &Persons) 15. Identification Number (SSN, Passport Manbercrother sager sientlication number) 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % NIOTt: In Neu of a passport number, Non-U.S. Persons may also provide a Social $ecunry Number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard. Additional Section -Sixth Beneficial Owner (I/required) Please provide the following information for an individuaKs), if any, who, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise owns 20% or more of the equity interests of the legal entity listed above. 5. First Name 6. Last Name 7. M.I. 8. Date of Birth 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country 14. SSN (U.S. Peaces/ Mon-U.S. Persons) 15. Identification Number (SW Passportivumberocomeramiar denificainn number) 15a. Stab of Issuance: 156. County of issuance: 16. Ownership % NOTE: In Neu of. passport number, Non-U.S. Persons may also provide a Social Security Number, an alien Identification card number. or number end county of issuance of any other government-issued document evidencing nationality or residence and beefing a photograph or similar safeguard. Additional Section 1- Seventh Beneficial Owner (If required) Please provide the following information for an individual(s), if any, who, directlyor indirectly, through any contract arrangement, understanding, relationship, or otherwise owns 20% or more of the equity interests of the l al entity listed above. 5. First Name 6. Last Name 7. M.I. 8. Date of Birth 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country identifealonnumberj 14. SSN (U.S. erscris INon-I.I.S. Persons) 15. Identification Number (SSN, Passport Numbarcrother sealer 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % NOTE: In Neu of a passport number, Non-U.S Persons may also provide a Social Smutty Number. en alien identification card number. or number and county of issuance of any other government-issued document evidencing nationality or residence end bearing a photograph or similar safeguard. NNS6.1618-0418 CONFIDENTIAL SD NY_Grii4,90 3/97 CONFIDENTIAL FirstBankPR000950 EFTA_00124430 EFTA01269597