EFTA Document EFTA01269637

II First Bank Together we are one Document Checklist for Business Accounts File bnportant note: Please refer to the Account Opening Procedures for pecific information on the various types of documents required at account opening. Date Opened' i1f 1 4—I Account Title: Freedom Air Petroleum, Lie Account Number 5. , - NIA Reel 0 ,44'..;,.."--- S' : • -• , Signature Cads Customer Due Diligence for Business — Entities (eff. 611112010) Customer Due Diligence for Additional signers or Authorized Signatures on Business Entities Accounts (elf. 611112010) Observations at Place of Business OFAC/PLC (print evidence of verification) (611112010 for new octant clients without an active deposit account al the time of account opening) Document Checld st (or Business Accounts File —NNNS-2464-0711R ._. ECR Checklist Individual Account for Personal Purposes NNNS-2544 (E0.6/1112010) ECR Individual Axount for Commercial Purposes NNNS-2540 (efl. 06/ I 1.2010) ECR Checklist for Unincorporated Association or Organizations Account (league, Club, Class, Fund raising. religious. civic. c) NNNS-2538 (eft 611112010) ECR Checklist for Corporate Accounts (For-prat or not-for-profit) NNS-1281 (eft. 611112010) ECR ChecPJst for Special Partnership Account (for profit and not-for-profit) NNNS- 2539 (eft 6/1112010) Covered Person Certification NNNS-1333 (off. 611112010) Appropriate W-8 Form c‘ W-9 Form (if non-U.S. entity) (eft 611112010) 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 Other Documents Cerium of Mom:oration or Cerbfcate of Oualficabon (la U.S. based corporation) Check ig if Is completed or WA if not a . • Icable Remarks Businesaarade License (current) Centr-ate of Good Sniffling Articies or Incorporation (stamped by the Once cr the Lieutenant Governor d USVI and tie Registrar of Companies in the BVI) Certificate of Trade Name Corporate Resolution (with tamale Seal) Corporate Resolution and Corporate Authorization and Indemnity Agreement for Telephone/TelezNacsimileNVritten Instructions. (This document is only required if client requests fund transfers by phone, fax or messenger) Partnership Leger and Scanty Agreement ElusinessArade License (amen° Partnership Agreement (if a exists) Dedicated Trade Name Of applcatre) Certficate of titled Partnersht (if applicable) Resolute?) Metre Partnership contains Corporation as a Partner (if appltable) Partnership Contains Limited Liatility Company as a Partner (if appicabk) Partnership Contains Trust as a Partner (if applicable) Partnership Contain Joint Venture as a Partner Of applicable) Security Procedure Agreement rat TenphonefFax %seen% it Payment Orders a Request for IMomatioial Crafts Of requested) SONY_ GM _ 00013827 rnmpinrNiTilli-- CONFIDENTIAL FirstBankPR000990 EFTA_00124470 EFTA01269637 Certificate of Trade Name (if applicable) Corporate Resolution a Unircerporated Association Resokifion Certficate of Incorporation or CertiAcate of Authority kr Foreign end Foreign NonRiofil Corporation (II Incorporated) Arfdes or Incorporation Of incorporated) Certficate of Good Stiarding (if BVI caporaaonfor more than twelve months) (if incorporated) Corporate Restitution and Corporate Authorization and Indemnity Agreement fa Telephoneffelexifacsimile/Written Instructions (This document is only required if thent requests fund bangers by phone, fax or messenger) - if incorporated Security Procedure Agreement for Telephone/Fax Issuance of Payment Orders a Request for International Crafts if uested - i uni .. .gated Limited Labile/ Company Letter and Secudy Agreement Business/Trade License (current) Operating Agreement Articles of Organization or Certificate of Formation (non-bank form - if the PU.0 n a 'Weil PLLC Certificate of Existence Security Procedure Agreement for Teiaphonefax Issuance of Payment Orders or Request for International Drafts (if requested) - if unincorporated Limited Lebtitn Connery Contains Corporate MenterifiAtnager (f applicable) Ignited Liability Company Contains Lanced Liabity Company as a Member/Manager Of amicable) Limited Liabfity Company Contains Limited Liability Partnership as a lAemberAAanager (if accerable) Limited Ucerlity Company Contains Partnership as a Member/Manager (if appicable) limbed Liability Company Ccntains Trust as a Alember/Manager (if applioable) UMW Liable/ Company Unincorporated Assooation as a litertterffilanager (if appecable) Limited l"lity Compary Cattails Joint Venture as a MernberAtanager (4 applicaole) ... rat: -Ittr 2 r , _ Corporate Resolution Certificate of Incorporation or Certificate of Qualification (II a U.S. based corporation) Articles of Incorporation (stamped by the Office of the Lieutenant Governor) Businessff rage License (current) Corporate Resolution and Corporate Authorization arid Indemnity Agreement for TelephoneffelexcacsimileMiten InsUuctions. (This document is only required if client requests fund transfers by phone, fax or messenger) iazi,!.:41,1iii -i,•:,1 ,i- a United liability Company Letter A Scorn Agreement Business/Trade License (current) v (.4-J..ckit t vc\- Certicale of Trade Nacre (if applicable) i 1 \ (rm, Lk.) Operating Agreement Anicts of Organization or Certificate d Fonnallon (noribank forrnmquied If the LC newer( LLC) v Celibate of Existence Security Procedure Agreement for Telephone/Fax Issuance of Payment Orders or Request for International Drafts (if requested) Limited lbbillty Company Contains Corporate MembenlAanager (4 appicable) Limited Intik Company Contains Limited Liability Company as a IhernberManager (if applicable) Limited Lieber), Company Contains Limited liabitty Partnership as a Member/Malaga (if applicable) C\ Limited LiebAty Company Contains Partnership as a Member/manager (4 appicabe) 0 Limited Whitey Company Contains Trust as a Member/Malaga of applicable) ,,.. . Limited Liability Co perry Contains Unincorporated Association as a Member/Manager (if applcable) / / Limited Liability Company Contains ,obit Venture as a Meinber/Manager (if applicable) / ... Limited Liability Partnership Letter and Security Agreement Certncate or Limited Partnership Minted Partnership) — Not required when openIN accounts for law fens or sceurity brokerage houses Cadent. of Existence Business/Trade Lame (current) Operating Agreement Statement of Oualiftcem or Statement of Foreign Ovatficalicin Certificate of Trade Name (W applicable) SONY _COill_0UU13628 Security Procedure Agreement fi rTetechonerFax tss o . . . CONFIDENTIAL FirstBan EFTA_001 2447 I EFTA01269638 business emMes. Calinti ' TA -1JSVI on Cl_TA Account Nobs° of Financial Institution VILAF Account Woke N Finagle/al Insltutien Business License (currant) Certficale of Trade Name (if applicable) Refer to the Accotast Opening Procedures la additional doarnents reqtired for deferent types of business entities. - .•.t.71 A legal doamen(s) M which k states the mime of the pest° acting as.:. Mar executor or adds and Estill:ashes hMber authorities litre PAC is an Uns. incited Assodaten. then a letter signed by the president of the association stating the association purpose and an Unincorporated Association Resolution is required. if the PAC is a Nor lot Profit Comoraton, a Certificate of Incorporaticn fora Non-Stock Corporator .s required_ A certification from the IffOn Islands Board of Blocked Additional Documents (supporting documents) Check RI Hie *Wined or WA II not applicable Remarks Inane Verification _ Professional association directory Itersetina boachunas. business Web stle aid other market made Site Photos. Utilities invoices (water. enceidty, apnoea) Sample of entity stationery (presentation card, letter heal over, envelopes...) Other Other. Other. Other Other Other: Other CONFIDENTIAL SD NY_GM_000 13829 CONFIDENTIAL FirstBankPR000992 EFfA_00124472 EFTA01269639 - 1 First Bank Together we are one Branch Number Checklist for Special Partnership Account (For ofit) Account Number Initials am! Review Date Document Action Comments I" Yica isaw. l a Reviewer Dale Ais Basic documents • for ALL types of accounts Customer Due Diligence Commercial/Entities NNNS-1307 I Account file Complete for business entity. Customer Due Diligence Authorized Signatures NNNS-1306 I Account file One per each signer Account Referral Sheet NNNS-I272 I Account file Only when the client is not present 1\\VIT r i\V ii Observation at Place of Business (OPB) NNNS-246O I Account file Partnership Bylaws or Ankles of Incorporation E Account tile Copy Yt Partnership, LLC. LLP Security Agreement NNNS-2 198-04 IOR.or NN N$-2199.0802 I Account file NNNS-2200-0802 or NNNS-22Q1.0604[( ID Verification Results Summary (ID CHECK & OFAC) or evidence of the verification used in contingency. I Account tile One per entity and one per each signer. if applicable CIIEXSYSTEM Repon Result I Account file One per entity and one per each signer, if applicable Business License L Account file Photocopy of original CV , document Territorial Election Commission Certification C Account file Applies to candidates for government elective positions. Photocopy of original document. (\ V I Signature cards M Cardholder: one alphabetical and one numerical Digitalize for checking accounts <K) ( / 4 Deposit Account Agreement NNNS-2092-0508R USVI NNNS-2377-I 104 BVI P Provide to client . qv. • • . Additional documents for CHECKING ACCOUNTS Rates and Fees Schedule Disclosure NNNS-2091-1006R USVI NNNS-2132-1206 BVI I Provide to client f; ;Same Certificate of Deposit Agreement NNNS-0958 NI One for file and one for client (\k0 of Negotiated Interest Rate, if applicable I Account file Only if there was a special quote. atO Evidence Legend: P = Purchasing M = Mosaic I = Intranet E External (s) Spanish e) English NNNS-2539-0611I1 CONFIDENTIAL SDNY_GM_000 13030 CONFIDENTIAL FirstBankPR000993 EFTA 00024473 EFTA01269640 First Bank Customer Due Diligence for Business - Entities Type of Entity Existing Account Number Business or Entity name: Freedom Air Petroleum, LLC IAA Name (lf applicable): Physical Address: Middle Bay General Aviation Hanger Cyril E King Airport St Thomas, VI 00802 - • _ Business Phone: 2. Business/Entity Description Typo of Business: Gasoline Storage NAICS: 424720 Date Established: 12/12/2011 Number of Employees: 1 0 DBA 0 Corporation 0 Nonprofit Corporation 0 Partnership 0 Government Agency 0 Unincorporated Association or Entity 0 Limited Liability Company 0 Other. Fax: -.Uwe A twtint Pliwrawar Employer Idontifcatlortor Social Security Number Social Security Number (If applicable): Mailing Address: 6100 Red Hook Qtr B3 St Thomas Vi 00802 Email: Annual Sales: Number of Offices: N/A 1 3. Type Of Product 0 Certificate of Deposit Checking 0 Saying 0 Loan OO•Wri specify 4 Account Purpose K Payrou M Operational 0 Trust 0 Public Funds O corresponsal K investment 0 Other 5. Expected Transactions Monthly Transactions Credits Transact:Ions 1-10 0 11 - 20 0 21 or more. Total Amount 0 $1 - S5,000 0 $5,001 - 525,000 9 $25.001 o more Transaction Type 0 Cash 0 Psyrol 0 Accounaransfers K ACH 0 Electronic Transfers Other: Wire Transfer 9 1 -10 K 11 - 20 O 21 or ineCe. 0 Checks 0 POS Debits Transactions Total Amount 0 - 55,000 0 55,001 - 525,000 9 $25,001 o more Transaction Type 0 Cash 0 Payroll 0 Account Transfers 0 ACH 0 Electronic Transfers 9 Other. Wire Transfer N Checks 0 POS 0 International Transactions —Wire Transfers rl.rf • - 0 Incoming Transfers E Outgoing Transfers 0 Daily 0 Weekly 0 Monthly. 0 Daily D Weekly • Monthly. Transactions • 1 -10 NI it - 20 • 21 - 50 • 51 or more. Transactions 0 1 -10 0 11 - 20 • 21 - 50 • 51 or more. Total Amount 0 S1-526,000 0 525.001-$500.000 0 3500,0010 more. Total Amount 0 St -326.000 • $250e1 • $500,e0e 0$500,0e1 emote Countries Countries . Initial Deposit and Origin of Funds 0 ATM Machine K Escrow 0 Transfer Funds Initial Deposit _ _ _ Origin of Funds:nAtil ill U n enn If the initial deposit is greate than $500,000; indicate the source of wealth: 7. Client Classificati. • Me answer is yes to et least one of the foilowng, the Oen( wit be conoderted t ih nsk and further ashen is needed as estabtsh in the Due Dacron, Cholas:- Guidance For Individuals or Tates Considered as High Risk • iron answer lo a E, orF is yes then authenztekon from The Complexe Decartment- ESA Divisen u reqokaO 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: n Yes Nc O C O a O a K a K a F. is engaged in activates re 'to to et a tin 1 0 orm===cNoiereveroit iasiaisma cr.= _ CONFIDENTIAL • • • • FirstBankPR000994 EFTA_00I 24474 EFTA01269641 Business Verification Results Page 1 of 1 CONFIDENTIAL Business Verification Results for Freedom Air Petroleum, LLC RESULTS SUMMARY OFAC CHECK: PASSED IDV RESPONSE: NO MATCHING RECORDS FOUND FOR ENTITY Override Comments: On 02/10/12 at 09:09:18 Madelin Colon Added: Cleared - Other (type in reason)SS-4 form dated 12/19/2011 was received from client in addition to the Articles of Incorporation and the Operating Agreement. INPUT DATA 7 EIN: Name: ee•om Air Petroleum, LLC Address: Middle Bay General Aviation Hanger Cyril E King Airport St Thomas VI 00802 Phone: Account number: I i Account Status: OPENED print This - Close 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 (GLBA); 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). y, https://production.penleyinc.cottnriffrntarrAt=print&oidotitum)Sbelidul P.,/ FirstBankPR000995 EFTA 00124475 EFTA01269642 QualiFile (NAC) Page 1 of 1 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 (GLBA); 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) Freedom Air Petroleum LLC Fod Tax ID: Middle Bay General Aviation Hanger St Thomas. VI 00802 Non FCRA Identification Information Federal Tax Id & Business Name Match : No C hexSystemse History No Closures Found No Purchased Debt Found No Previous Inquiries Found Inquiry ID 528495928 Reference Detail Transaction Tracking ID: Print This Page - Close 1328886619276.243 UXAP302P_Z1. (y https://production.penleyinc.coCtiVrilliEnstaisArt.derepordiracmBabilikal 2 CONFIDENTIAL FirstBankPR000996 EFTA (()124476 EFTA01269643 rem W-9 (an.Docombor 20th Int D end Reim opeviert ore es * frown Sink. Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name foe storm a your Income to. 'Mum) Freedom Air Petroleum LLC Norms nemeideregards • reaty raw. If efferent earn Emma Chock appropriate CI inernicksalisclopropnttor o Limited Meaty 0 otow boo ham/long box for Iteeml tax dassikeatem .' -- ----- 0 exert mos 0 C Coreombon In SCorromhon I: Pannusw :I trust/swats company. Eater me tax dessiksoon CA.' C cc:rearm:rm. b -f, capons' es, P.pamesh/el . Disregarded entity Address (number. seen, end apt or MR. ns4 6100 Red Hook Quarter 83 Regarna rem end MMUS OpOunel) Coy, state, and ZP code St. Thomas, USVI 00802 List account nunter(s)nere Coronae Part I Taxpayer Identification Number (TIN) Enter your TIN in Uk, appropriate box. The TIN provided must match the name given on the "Name brie to avoid bookie withholdm3 For inch/Idols, mist your social soot:Mynumber (SSN). However, for a resident akm, sole proprietor. or disregarded entity, see the Prat I Incr./alone on page 3. For other entitles, it Is your employer klen:Itk.ation -umber (Elh9. If you do not have a number, see Now to got a TIN on page 3. Note. If the account Is in more tnan one name, see the chart on page 4 for gudelines or, whose number to enter. Sods escurItymember gesPleYer klenttleaton number Law Certification Under penalties of eerier'''. l certify that: 1. The number shown on Ids form Is my correct taxpayer Identification Ranter (cetera wring bra number to be issued to me). and 2. I am not abject to backup welt:ring bemuse: (a)1 am exempt from backup wilhaddifig. or (b) I have not been notified by the Walla' Revenue Santee (IRS) that I am subject to backup withholding Namur': of a I astute to report all interest Cr desiderata, v(0) the IRS has notified me that I am no tenger subject to backup withheacilrog, and 3. I ein a U.S. citizen or other U S. person (defined below). Certification instruct ions. You must cross out kern 2 above if you rave been notified by tile IRS that you are currently subject to backup withholding Iacono you have failed to report all interest and dividends on your tax return For real estate trarnactkas, hem 2 does not appty. For mortgage interest pall acquisition or abandonment of secured property, cancellation of debt, ccnblbutlona to an individual retirement arrangement ORA). and generally, payments other than Interest rd dracencis, you are rot required to sign the certification but you must provide your correct TN. See the rstructions on page 4. Sign Here Signature ol U.S. persons Coto a Z/0/1 General Instructions Note. If a requester roe you a form Other than Form W-9 to request your TIN, you must use the requester's loan If it Is substantially similar Section referenceS are to to Internal Revenue Code Wan OthOCWIse to this Form W4). noted. OefIntlion of a U.S. person. For federal tax purposes, you are Purpose of Form Coreldered a U.S. persona you are: Pa A person who Is required to file an information return with the IRS mist • inclvidual who Is a U.S. citizen or U.S. resident alien, obtain your correct taxpayer Identification number (TIN) to report, for • A partnership, corporation, company, or aSSOCIallon created or example, income paid to you, real estate transactions, mortgage Interest organized in the United States or under the laws of No United States. you paid, acquisition or abandonment or secured property, cenCel eten • An estate (other than a foreign estate), or of debt, or oontjtutlons you made to an IRA. • A domestic trust (as defined in Regulations section 3013701-7). Use Form W-9 only If you are a U.S. parson @tektite a resident alien), to provide your correct TIN to the person requesting it (the Special rules for partnerships. Partnerships that conduct a trade or requester) and, when appficablo, to: 1. Certify that the TIN you are giving Is correct ler you are walling for a number to be issued). 2. Certify that you are not subject to backup withholding. or 3. Clan exemption from backup wrihnokiing If you are a U.S. exempt payee. If appkable, you ore also cenilying that as a U.S. person, your allocable shwa of any partnersdo income from a U.S. trade or business t not subject to the sr/Annotate tax on foreign partners' share of chootively connected Income. business in the (kited Slates are generally nxitrired to pays sathholding tax on any foreign owners' share of 111C-0010 from such business. Further, In certain cases whore a Form W-9 has not been received. a partnership Is required to dreamo that a partner is a foreign person, and pay the withholding tax. Therefore. 1 you arc a U.S person that is a partner in a pannerstip conducting a trade or business in the United Stales, provider Form W-9 to tic partnership to establish your U.S. status and avoid witNolding on your share of partnership income. Cm. No. 10231% CONFIDENTIAL Form W-9 (Rev. 12.2011) SDNY_GM_000 13834 CONFIDENTIAL FirstBankPR000997 EFTA_0012477 EFTA01269644 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. Authorized Signer Information Name: Jeffrey Date of Birth: 1/20/195.3_ Citizenship: USC Physical Address: Utile St James Island Initial: Place of Birth: NY St Thomas, VI 00802 Last Name: epstein Social Security: MOM Home Phone: Other: Mailing Address: 6100 Red Hook Qtr B-3 St Thomas, VI 00802 Place of Employment Financial Trust Company, Inc Occupation: Financial Consultant Work Phone: Email: Relation Account Me: Owner ID Type DA. PP Number 1st 2nd 0000000029913 207320604 Employment Address: Country Vi US 6109 Red I-look Qtr B-3 St Thomas, VI 00802 10/10/2012 2. Income Recurrent Source: Annual Income: 23 Own Business 0 Private 0 Government 0 Other. specify. 0 $0.01 - $50,001 $50,001 - $150,000 0 5150.001- 5250.000 0 Over $250,000 • tf the Gnaw is yes for 4 and C el the folknobg questions. the dent will be considered high risk and further action is needed as eslabish in Inc Due Noenee Checidist.Guidance For individuals or Enttes Considefee as Kph Rut • If the answer to C is yes, then euthodzatior from the Conpriance Department8SA Division is rewired. 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 end document the type of relationship: (NAICS #400000) Yos No El El 0 0 0 4. Verification System- For use only as Contingency Plan if CHEXS YS TEM was called Name of the Representative who attended your call: Response to Social Security: Year: State: Response on Industry Behavior: Response on ID: Other: 5. Account Opening Authorization El Approved Name Comments, if applicable: Pitt4S-1303-1111 Denied kk.702 1°) - air No. CONFIDENTIAL S0NY_GM_000 13835 CONFIDENTIAL FirstBankPR000998 EFTA_00124478 EFTA01269645 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 le attached to the Signer 1. Authorized Signer Information Namo: Jeanne Date of Birth: Citizenship: USC Physical Address: Initial: Place of Birth: NY Last Name: bromism Social Security: Place of Employment: Financial Trust Company. Inc Occupation: CPA Work Phone: Email: Relation Account Title: Manager ID 1st Type PP Voters Home Phone: Other Malang Address: 6501 Red Hook Ste 201 St Thomas, VI 00802 Number Employment Address: 6100 Red Hook Ott B-3 St Thomas, VI 00602 Country US VI Recurrent Source: K Own Business El Mate K Government K Other. spedfy: Annual Income: $0.01 - $50.001 K $50,001 - $150,000 K $150,001- $250,000 ■ Over $250,000 3. Client Classification • If the mavens yes for A andC of the Wow° gunstock the dent int/be con:daredhigh risk and further action is needed as establish in the Duo Oegence Cheokkr-Guidence For Inclaiduals or Entities Considered as H.gh Risk • tithe anseet to Ch yes, then authorization from the Conalltere DoparltnoniSSA DMslon is requited. A. Indicate whether the client is a nonresident alien: (NAICS #100000) B. Indicate whether the client a 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 0400000) Yes No O 0 O 0 O 0 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: State: Response on Industry Behavior: Response on ID: Other: 5. Account Opening Authorization HMS-13084111 CONFIDENTIAL SONY_GM_000 13836 CONFIDENTIAL FirstBankPR000999 EFTA_00124479 EFTA01269646 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. Authorized Signer Information Name: Darren Date of Birth: Citizonship: USC Physical Address: Place of Birth: NY Place of Employment: HBRk Associates Occupation: Attorney_ Work Phone: Email: Relation Account Title: Attorney ID Last Nome: indyke Social Security: Homo Phone: Other: Mailing Address: 8100 Red Hook Or B-3 St Thomas, VI 00802 Employment Address: 301 E 66th St Ste 1OF New York, NY 10065 Recurrent Source: 0 Own Business 0 Private 0 Government 0 Other. specify: Annual Income: 0 $0 01 - $50.001 0 $50.001.$150.000 0 $150.001- $25e000 0 Over $250.000 3. Client Classification • If Ihe answer is yes for A aril C ti the following questions, the ctent web* considered high risk end further action is needed as establish in Itie Dee Oilpence °Rade-Oak:lava For/relive:4s or (hikes Conadered as High Risk. • It the answer to C is yes, then aithcsizabon from the Coapiance Department-BSA Division is required. 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 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: Stoic Other: 5. Account Opening Authorization roved Name Comments, If applicable: Meinal3C011111 CONFIDENTIAL Denied CE .\ Olin S0NY_GM_000 13837 CONFIDENTIAL FirstBankPRO01000 EF1'A_00124480 EFTA01269647 II First Bank Existing Account Number Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Account Number which Is attached to the Signer 1. Authorized Signer InforrnatiOn Name: Harry Date of Birth: Citizenship: USC Physical Address: Place of Birth: NY Last Name: better Social Security: Home Phone: Other: Mailing Address: 6100 Red Hook Qtr B-3 St Thomasyl 00802 Place of Employment: HBRK Associates Employment Address: Occupation: Accountant 301 E t36th St Ste 1OF Work Phone: Email: New York, NY 10065 Relation Account Title: Accountant ID Type Number Country Expiration pallaDATTY) 1st DL NY 05/09/2019 2nd PP US 10/04/2014 2. Income Recurrent Source: Annual Income: 3. Client Classification . time answeris yes IV A and Cot the fokoing questions, the clent vnii be cons.cered hgh Ask and kirdier acton is needed as establish in the Due Diligence Checkfist.Guicience For indviduals er Etats Consdeied es High Risk. • If the armlet to C is yes, then authorization from the Compliance Depeemerit.BS4 Dkision is requited A. Indicate whether the client is a nonresident alien: (NAICS #100000) B. Indicate whether the client is a resident alien: (NAICS #200300) C. Indicate whether the client is related to an officer of a foreign government and document the type of relationship (NAICS #400000) _ 4. Verification System• For use only as Contingency Plan if CHEXSYSTEM was called O Own Business El Private O Government O Other, specify: O $0.01 . $50.001 O $50.001 - 5150,000 O $150.C01- $250.000 O Over 5250,000 Yes No O El El E O El 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 Approved -tr /Cr er 4 Comments, if applicable: Inc -1306-1111 CONFIDENTIAL K Denied \()C3 , Officer No. 31\ a-\ \>- Daft SDNY_GM_000 13838 CONFIDENTIAL FirstBankPRO01001 EF1'A_00124481 EFTA01269648 ccount T : : ., i k ii $.• Sign. Req. I Date: . .. Al° I V‘,--r CLacitLern • Add ' . Name: -WO\CAA.C,‘ US-, EIN FtettELAOcn Name: H eller A r B s7 SSN: ID No Name: SSN: ID Type: No: Name: SSN: ID Type: No: Me hereby acknowledge having received the Deposit Account Agreement, the First Dancap Infomiation Sharing and Privacy Policy, and the product rates and fccs. prepared Authorized by: „Account Type: - CJZCC\CNNIVICLICKA CA-NI-it-KAM\ Account Number• Sign. Req. ‘ Date: 11CAa Address: el: t3V51- M-ZIN V >. li. . aU Nse;uctax‘ air\ Pecuurn Use.- EIN Name: J e Brennan 734...ent...4.0,... SSN: NIDoT :E'C' : Type: • Name: SS ID No: Name: SSN: ID Type: No: I/We hereby acknowledge having received the Deposit Account Agreement, the First Bancorp Information Sharing and Privacy Policy, end the product rates and fees. prepared by: Authorized b 4-0 CONFIDENTIAL SDNY_GM_000 13839 CONFIDENTIAL FirstBankPR001002 EFTA_00124482 EFTA01269649 Accoun tsn‘c tri bxt.cLic`Q Account Number: sign. Keq. l Date: a rke . Address. tht(rCa Quirk:W-4n 90811MMIE • 'El31?. tet-e- a laz Can () _QM.O‘turn Name: Darren Indyke WA& SSN: ID N T : k— Name: SSN: ID Type: No: Name: SSN ID Type: No: IfWe hereby acknowledge having received the Deposit Account Agreement, the First Bancorp Information Sharing and ?lila acy Policy, and the product rates and fees. prepared by: Authorized b 00 ..1... I Account Type: - Account Number: Sign. Req. \ Date: 3.\\O\Q. .at -CtW" ..).0e , Tel: %b.19...9 1-- r‘C\SIPC.140 01-CEKAn ‘ -‘0:"Cen 364:5115root) a \Urn csran W.. • Name: Freedom Air Petroleum LLC EN: Name: Jeffre ter SSN: ID Type !N.— No:C.COOLTanetncb . Name: SSN: ID Type: No: Name: SSN: ID Type: No — e hereby acknowledge having received M the Deposit Account Agreement, the First Bancorp Information Sharing and Privacy Policy, and the product rates and fees. prepared by:Cfra,,, e::fr. ,.. Authorized CONFIDENTIAL SDNY_GM00013940 CONFIDENTIAL ArstBankPRO01003 EFTA_00124483 EFTA01269650 all TinDEPARIMENT OP THE TREASURY alsJINTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 12-19-2011 1 er Identification Number: Form: SS-4 /Amber of this notice: CP 575 G FREEDCM AIR PETROLEUM LLC JEFFREY EPSTEIN SOLE HER 9100 HAVENSIGHT 15 16 ST THOMAS, VI 00802 For assistanc you may call us at: IF YOU WRITE, ATTACH 77E STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank ou for applying for an Employer Identification Number (EIN). We assigned you EIN . This SIN 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 EIN 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 EIN. 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. ov. If you do not have access to the Internet, call (7TY/TDD ) or visit your local IRS office. IMPORTANT REICENDUS: * Keep a copy of this notice in your permanent records. This notice is issued only one tine 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 EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Thank you for your cooperation. CONFIDENTIAL SDNY_GM_00013841 CONFIDENTIAL FirstBankPR001004 EFTA (H) 124484 EFTA01269651 (IRS USE ONLY) 575G 12-19-2011 FREE 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: 12-19-2011 EMPLOYER IDENTIFICATION NUMBER: FORM: SS-4 NOBOD INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 lllll FREEDOM AIR PETROLEUM LLC JEFFREY EPSTEIN SOLE HER 9100 HAVENSIGHT 15 16 ST THOMAS, VI 00802 CONFIDENTIAL SDNY_GM_00013842 CONFIDENTIAL FirstBankPR001005 EFTA_00124485 EFTA01269652 amazenelostsmassamtraigaveirg Corp No. 581842 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES — 0 — CHARLOTTE AMALIE, ST. THOMAS, VI 00802 CERTIFICATE OF EXISTENCE Ciro SU to Whom Once fireoento tobalt Come) L GREGORY R. FRANCIS, Lieutenant Govemor of the Virgin Islands do hereby certify that I am, by virtue of the laws of the Virgin Islands, the custodian of the corporate records and the proper officer to execute this certificate. I further certify that the records of this office disclose that FREEDOM AIR PETROLEUM, LLC Limited Liability Company was duly registered to conduct business in the Territory on November 28, 2011 and has a legal existence as a Limited Liability Company so far as the records of this office show. Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 30th day of November, 2011. G RY R. FRANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL SDNY_GM_00013B43 CONFIDENTIAL FirstBankPR001006 EFTAOOI24486 EFTA01269653 1 First Bank Virgin Islands We the undersigned Members, Managers, or Officers of Freedom Air Petroleum LLC ("Company") located at Middle Bay General Aviation Hangar Cyril King Airport SL Thomas HEREBY CERTIFY that Company, a Limited Liabiity Company formed pursuant to is composed of the following Members: Jeffrey Epstein Limited Liability Company Letter and Security Agreement Date 12 12:2011 U.S.Virgin Islands Law (State Informelion) and the following Manager or Officer(s): Lamy Visosld (Inch:ate Name Ea Manger or Name(s) or TOe(e)of Offica(s)) 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 Jeffrey Epstein, Member Darren Indyke, Attorney Jeanne Brennan, Accountant 2. The following duly appointed Authorized Person(s) Harry Belier, Accountant signing Singly (For Mazes of signing In, indicate e g., singly. any two, etc) and 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)l. Notwithstanding the above, any Authorized Person is authorized singly to: (1) initiate Automated Clearing House ('ACH') debits without a signature; (2) initiate payments by use of Depository Transfer Checks ("DTC") without a signature other than the name of Company printed on the DTC; or (3) give Instructions, by means other than the signing of an item, with respect to any account transaction: induding, but not limited to the payment, transfer or withdrawal of funds by wire, computer or other electronic means, or otherwise, or of money, credits. items or property at any 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 sngly 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 cc 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 inquiry as to the circumstances of the endorsement or any lack of endorsement or the disposition of the proceeds. 5. The following Authored Persons Jeffrey Epstein, Member of Company, signing Singly (Ind ate by name those authorized to effect Wens, AGSM, (Indicate now mold. eta veto be acne& e.g. er.gly. any two, etc) are hereby authorized to effect loans and advances and obtain credit at any time for Company from 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. and 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, grant liens and security interests in, give rights with respect to, endorse and deliver property of any y description, real or personal. and any e by companFaModialteMIrtgages. deeds of trust. security aoreements. up° 8 I e. romey and other agreements or instruments CONFIDENTIAL FirstBankPR001007 EF1'A_00124487 EFTA01269654 another or otters and now or hereaftei-oling to or acquired in any manner by Bank, whetheraitracted by Company alone or jointly and/or severally with another or others, absolute or contingent, secured or unsecured, matured or unmatured (al of which are hereafter colectively called 'Obligations) upon any and all moneys, securities and any and all other property of Company and the proceeds thereof, now or hereafter actually or constructively held or received by or in transit in any manner to or from Bank, its correspondents or agents from or for 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 part 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 parties to such conflicting clams 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, kinds 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 or modification of said authorites 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 andhor as to any other Company matters, and Bank shall be held harmless in such reliance. 11. The Managers, Members, and 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 Manager(s), 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 governed by a board of directors. 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. Member, or Official TOe) By: _ Larry Visoski Title: Manager r. yember, or Oioel The) Very truly yours, Freedom Air Petroleum LLC Name of CerMenY Middle Bay General Aviation Hangar Cyril King Airport St. Thomas USV1 Address CONFIDENTIAL SDNY_GM_000 13845 CONFIDENTIAL FirstBankPR001008 EF1'A_0O124488 EFTA01269655 AFFIDAVIT RE NOT DOING BUSINESS I, Lawrence Visoski. being of lawful age and after having been duly sworn, hereby state that 1. I am the Manager of Freedom Air Petroleum L.L.C. ("the Company"). 2. I hereby confirm that the Company never did any business of any kind from the date of the filing of the Articles of Organization through the date of this statement, and further state that the Company has no intention of doing any business in the foreseeable future. 3. I hereby further confirm that the Company was formed to hold certain assets for use by the sole member of the Company and other affiliated entities owned by the sole member. 4. I hereby further confirm that the Company will not do any business of any kind prior to applying for and obtaining a United States Virgin Islands Business License, a copy of which will be delivered to the Bank. 5. The Company requires a bank account for the purpose of paying its ongoing expenses. 6. I have personal knowledge of the facts herein stated. LAWRENCE VISOSKI SUBSCRIBED AND SWORN to me this iT1-1 day of. Fe.-69-0Ag.11, otant Public • NOTARY PUBLIC d e . - Name: Daphne tombs Willeeit. My Commission Es's: limitary 6,2014 NP Commission M NP-007-10 St.Thomss/St. John, USVI District CONFIDENTIAL SDNY_GM_00013846 CONFIDENTIAL FirstBankPR001009 EFTA_00 124489 EFTA01269656 OPERATING AGREEMENT OF FREEDOM AIR PETROLEUM, LLC A U.S. Virgin Islands Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of December ta, 2011 by Jeffrey E. Epstein (hereinafter referred to as "Sole Member"), with an address at 9100 Havensight, Port of Sale, Suite 15/16, St. Thomas, USVI 00802 and who hereby forms FREEDOM AIR PETROLEUM, LLC, a U.S. Virgin Islands limited liability company (the "Company") pursuant to the U.S. Virgin Islands Uniform Limited Liability Company Act (the "Act") upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. Formation. 'Ihe Company has been organized as a U.S. Virgin Islands limited liability company under and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on October 31, 2011, as required by the Act. Amendments to the Articles of Organization were filed with the Office of the Lieutenant Governor on December 6, 2011. B. Name. The name of the Company shall be "FREEDOM AIR PETROLEUM, LLC". The Company upon proper notice and filing with the Office of the Lieutenant Governor of the U.S. Virgin Islands may conduct its business under one or more assumed names. C. Purposes. The purpose of the Company is to operate any lawful business or purpose permitted by the law of the territory of the U.S. 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: Erika A. Kellerhals, at 9100 Havensight, Port of Sale, Suite 15/16, St. Thomas, U.S. Virgin Islands 00802. The Company's principal place of business is 9100 Havensight, Port of Sale, Suite 15/16, St. Thomas U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine. 1 CONFIDENTIAL SDNY_GM_00013847 CONFIDENTIAL FirstBankPR001010 EFTA_00 I 24490 EFTA01269657 SECTION II CAPITAL STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution by the Sole Member; Initial Issuance. The Sole Member's ownership rights in the Company shall be reflected in "Membership Units," as recorded in the Company's records. Upon the formation of the Company, the Sole Member shall make a capital contribution to the capital of the Company in the amount of cash, or of the property-in-kind, or both, set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue 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 Units together with the management and voting rights in 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 provision of this Article. I. Increases in Capital Account. The Capital Account of the members shall be increased by: (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 2 CONFIDENTIAL SDNY_GM_000 13848 CONFIDENTIAL FirstBankPR001011 EFTA_00124491 EFTA01269658 Capital Accounts required by Treasury Regulation Section 1.704-1(b)(2Xiv)(d), (e), (f) and (g) and Section 1.704-1(b)(4)(I) 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 it 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)(ivXi). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (e) The amount of any ►iabilities 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 credit recognized or allowable for Federal income tax purposes shall be allocated and credited or charged to the Sole Member. 3 CONFIDENTIAL SDNY_GM_00013849 CONFIDENTIAL FirstBankPR001012 EFTA_00 124492 EFTA01269659 B. Distributions. Net cash flow shall be distributed in the following priority: 1. First, to the Sole Member in repayment of any advance of finds 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. I. 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 Membership Units have not been previously redeemed first, in discharge of their respective Capital Accounts; 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 Membership Units have not been previously redeemed. SECTION V MANAGEMENT OF BUSINESS A. In General. The Company shall be manager-managed. The Initial Manager of the Company shall be as listed in the Articles of Organization. Any successor Manager shall be appointed by the Sole Member. 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 Manager's Authority. Notwithstanding the authority of the Manager, the written 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. Cause the Company to encumber any assets in connection with any debt referred to in clause 2 or 3 above; 4 CONFIDENTIAL SDNY_GM_000 13850 CONFIDENTIAL FirstBankPR001013 EFTA_00124493 EFTA01269660 5. 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 $5,000. 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. Exculpation of Liability. Unless otherwise provided by law or expressly assumed pursuant to a written instrument signed by such Person, the neither the Sole Member nor the Manager shall be personally liable for the acts, debts or liabilities of the Company. B. indemnification. 1. Except as otherwise provided in this Section, the Company, its receiver or its trustee shall indemnify, defend and hold the sole Member and the Manager and their respective heirs, personal representatives, and successors and may indemnify, defend and hold 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, harmless 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 reasonable attorney's fees arising from or related to, the Company or any act or omission of the Member or Manager 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 Member or the Manager against whom a claim is asserted. The Company may advance to any Member or Manager 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 or the Manager, or any 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 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. 5 CONFIDENTIAL SDNY_GM_00013851 CONFIDENTIAL FirstBankPR001014 EFTA_00124494 EFTA01269661 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 a majority vote of the members who are not parties or threatened to be made parties to the action, suit or proceeding. 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 LIOUIDATION The Company shall 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. SectioitHeadings. 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 thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Territory of the U.S. Virgin Islands. 6 CONFIDENTIAL SDNY_GM_00013852 CONFIDENTIAL FirstBankPR001015 EFTA_00 124495 EFTA01269662 IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year first written above. 7 CONFIDENTIAL SDNY_GM_00013853 CONFIDENTIAL FirstBankPR001016 EFTA_00124496 EFTA01269663 EXHIBIT A MEMBER LISTING; CAPITAL CONTRIBUTIONS Members Capital Contributed Membership Units Percentage Interest JEFFREY E. EPSTEIN ACCE TED AND AGREED: By: \ JEFFREY E. EPSTN-- $1000.00 100 100% *I'VCrW-ber s2)1 1 DATE 8 CONFIDENTIAL SDNY_GM_00013554 CONFIDENTIAL FirstBankPR001017 EFTA_00 I 24497 EFTA01269664 ARTICLES OF ORGANIZATION OF FREEDOM AIR PETROLEUM, LLC 44 77, SrA " Copi,"/Peb I, the undersigned natural person of the age of eighteen years or more, acting as organizer of a limited liability company under the Uniform Limited Liability Company Act, Chapter 15, Title 13, Virgin Islands Code ("Uniform Limited Liability Company Act"), do hereby adopt the following Articles of Organization for such limited liability company: ARTICLE ONE NAME, ADDRESS AND PRINCIPAL OFFICE Name and Address 1. The name and address of the limited liability company shall be Freedom Air Petroleum, LLC (the "Company"), 9100 Havensight, Port of Sale, Suite 15-16, Stilhomas, U.S. Virgin Islands 00802. The physical address of the Company shall be 9100 Havensight, Port of Sale, Suite 15- 16, St. Thomas, U.S. Virgin Islands 00802. Principal Office 2. The principal office and permanent address for the transaction of business of theb: mpany shall be the address stated in Paragraph 1 of these Articles as the physical.:iddlais of the Company. Resident Agent and Office 3. The mailing address of the Company's initial designated office Is 9100 Havensight:Fort of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802. The physical address of the Company's designated office is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802. The name of its initial resident agent at such address is Kellett-Ws Ferguson LLP. The resident agent's physical address is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Via Islands 00802. The resident agent's mailing address is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, US. Virgin Islands 00802. The business address of the resident agent and the physical address of the designated office are identical. CONFIDENTIAL SDNY_GM_00013855 CONFIDENTIAL FirstBankPR001018 EFTA_00 124498 EFTA01269665 ARTICLE TWO FURPOSE The purpose for which the Company is organized is to engage in any and all lawful business for which a limited liability company may be organized under the Uniform Limited Liability Company Act and the other laws of the U.S. Virgin Islands. The foregoing paragraph shall be construed as enumerating both objects and purposes of this Company, and it is hereby expressly provided that the foregoing numeration of specific purposes shall not be held to limit or restrict in any manner the purposes of this Company otherwise permitted by law. ARTICLE THREE DURATION AND CONTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. ARTICLE FOUR ORGANIZER The name and address of the organizer of this Company is: e" Erika A. Kellerhals Mailing Address: 9100 I lavensight, Port of Sale, 'Suite 15- 16, St. Thomas, U.S. Virgin Islands 00802 Physical Address: 9100 Havensight, Port of Sale, Spite 15- 16, St. Thomas, US. Virgin Islands 00802 N.) ARTICLE FIVE MANAGEMENT The Company shall be member managed. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). 2 CONFIDENTIAL SDNY_GM_00013856 CONFIDENTIAL FirstBankPR001019 EFTA_00124499 EFTA01269666 ARTICLE SEVEN LIMITATION OF LIABILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (i) a breach of a manager's duty of loyalty to the Company or its members, (ii) an act or omission, not in good faith, that constitutes a breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (iili a transaction from which a manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. ARTICLE EIGHT MEMBER LIABILITY .- .3 No member of the Company shall be liable for the debts and obligations of the Conciptuiffinder Section 1303, Subsection (c) of the Uniform Limited Liability Company Act. ARTICLE NINE SEVERABJUTY If any phrase, clause, sentence, paragraph, or provision of these Articles of Organization is held to be void or illegal, then it shall not impair or affect the balance of these Articles, and the undersigned Organizer of the Company does hereby declare that he would have signed and executed the balance of these Articles without such void or illegal provisions. (signature page follows) 3 CONFIDENTIAL SDNY_GM_000 13857 CONFIDENTIAL FirstBankPR001020 EFTA 00124500 EFTA01269667 IN WITNESS WHEREOF, the undersigned person has hereunto set her hand as Organizer of the Company this 28th clay of November, 2011. IN THE TERRITORY OF THE UNITED STATES VIRGIN ISLANDS UNITED STATES OF AMERICA BEFORE ME, the undersigned authority, on this 213th day of November, 2011, personally appeared Erika A. Kellerhals who, being by me first duly sworn, declared that he is the person who signed the foregoing doctmient as the r of the company and that the statements contained in these Articles of Organization c in and fojthe Territory of the United StalecVirgin Islands My commission expires GINA MARIE BRYAN NOTARY PUBLIC NP 069-09 COMMISSION EXPIRES 09/2912013 ST.THOX4ASIST JOHN, USVI 4 CONFIDENTIAL Fr> I ro SDNY_GM_00013858 CONFIDENTIAL FirstBankPR001021 EFTA_00124501 EFTA01269668 CERTIFICATION OF BENEFICIAL OWNER(S) The information contained in this Certification is sought pursuant to Section 1020.230 of Title 31 of the United States Code of Federal Regulations (31 CFR 1020.230). Person opening an account on behalf of a legal entity must provide the following Information: 1. First Name and title of Natural Person OpeningAccount 2. Last Name 3. Middlelnitial JEFFREY EPSTEIN E 4. Name and type of Legal Entity for Which the Account Is Being Opened FREEDOM AIR PETROLEUM, LLC 4a. Legal Entity Address 4b. City 4c. State 4d. ZIP/Postal Code 6100 Red Hook Quarter 83 St. Thomas USVI 00802 SECTION I (To add additional individuals. Seepage 3) Please provide the following information for an individual(s), 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. Check here 0 if no Individual meets this definition and complete Section II. 5. First Name Jeffrey 6. Last Name Epstein 7. M.I. E 8. Date of Birth 01/20/1953 9. Address 6100 Red Hook Quarter B3 10. City St. Thomas 11. State USVI 12. ZIP/Postal Code 00802 13. Count ry USA 14. SSN (U.S. Persons/Non-U.S. Persont0 15. Id mbar (SSN Passport N entification Nu , umberorother similar ideniffi cabm motel 15a. State of Issuance: USA 1St Country of Issuance: USA 16. Ownership 'h 100 NOTE: In non of e 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 govemmeM-issued document evidencing nabonaAty or residence and bearing a photograph or similar safeguard. SECTION II Please provide the following information for an individual with siunificant 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 B3 22. City St. Thomas 23. State USVI 24. ZIP/Postal Code 00802 25. Country USA 26. SSN SSN (U.S. Persons/Non-US Persons) ns) 27. Identification (SSAI, Passport Numberorother smilar dentification number) 27a. State of Issuance: USA 27b. Country of Issuance: USA box: 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 govemment-issued document evidencing nationality or residence and bearing a photograph or similar safeguard. JEFFREY EPSTEIN (manse ofperson opening account, hereby certify, to the best of my knowledge, that the information provided hereinis true ancleorrect. If any of the above mentioned information changes I agree to provide the financij institution written _eolificalion of such changes. Signature: NNNO-16184418 Date: ‘..1 leis (hatD1117, TY) CONFIDENTIAL SDNY_GMaSel#8159 CONFIDENTIAL FirstBankPRO01022 EFTA_00124502 EFTA01269669 Legal Entity Identifier(Optional NNNO .16184418 CONFIDENTIAL SDNY_GMpQQ01 Mtn CONFIDENTIAL FirstBankPR00 1023 EFfA_00124503 EFTA01269670 Additional Section 1 - Second Beneficial Owner (If required) Please provide the following information for an individual(s), I 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. i 6. Date of Birth 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country 14. SSN (U.S. Pumas/ Non-U.S Persons) 15. Identification Number (SSA,. Passport Numberorother sinew eloneficabon manber) 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % NOT': In lieu of a passport number, Non-U.S. Persons may Mao provide a Sock)! Security Number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationally or residence and bearing a photograph or similar safeguard. Additional Section I -Third Beneficial Owner (Irequired) Please provide the following information for an individual(s), 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 ksted above. 5. First Name 6. Last Name i 7. M.I. 8. Date of Binh 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country 14. SSN (U.S. Persons/ Non-U.S. Persons) 15. Identification Number (SW, Passport Number°, othersimiar dentificabeTh mirnber) 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % NOM hi lieu of a passport nurnber, 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 bearing a photograph or similar safeguard. Additional Section 1 - Fourth Beneficial Owner (If required) Please provide the following information for an individual(s). 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 ksted above. 5. First Name 6. Last Name 1 7. M.I. 8. Date of Birth 9. Address 10. City 11. State r 12. ZIP/Postai Code 13. Country . 14. SSN (U.S. Poems/ Non-U.S Persons) 15. Identification Number (SSN, Passport Numbororahersimiar irlantficabon number) 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % flog: In lieu of a passport number. Non-U.S. Persons may also provide a Social Seam* 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. NNNG-1 6 18.04 IA CONFIDENTIAL SDNY_GM2g2pniyal CONFIDENTIAL FirstBankPR001024 EFTA_00 124504 EFTA01269671 Additional Section 1- Fifth Beneficial Owner (If required) Please provide the following information for an individual(s), 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. Mi. 8. Date of Birth 9. Address 10. City 11. State 12. ZIP/Postal Code 13. Country 10. SSN (US. Persons/ Non-U.S. Parsons) 15. Identification Number ISSN. Passport Numberorothersinlar identificationnumber) 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % UM: 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 county of issuance of any other government-issued document evidencing nationality or residence and beefing a photograph or similar safeguard. Additional Section I -Sixth Beneficial Owner &required) Please provide the following information for an individual(s), 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 1 It SSN (US. Persons/ Non-U.S. Persons) 15. Identification Number (SSN. Passport Numberorother strider identificationnumber) 15a. 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 Security Number, an alien identification card number. a number and county of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard. Additional Section I - Seventh Beneficial Owner (If required) Please provide the following information for an individual(s), 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. Peman/Abn-US. Parsons) 15. identiflcadon Number (SW. Passportmancercrortayarniar identificationnumber) 15a. State of Issuance: 15b. Country of Issuance: 16. Ownership % MI In lieu of a passport number, Non U.S Pawns may also provide a Social Security Number, en 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. NN 1G-1618-0418 CONFIDENTIAL SIDNY_GMAL1051M§2 CONFIDENTIAL FirstBankPR001025 EFTA_00124505 EFTA01269672