EFTA Document EFTA01441191

Deutsche Bank Private Wealth Management Limited Liability Company Account Authonzation & Indemnity Account Number The undersigned hereby represents and warrants that he or she is the managing inember jn a limited liability company known Southern Rnancial, U.0 as IName of Limitod Liability Company) aLrthorizes Deutsche Bank Securities Inc. (referred to herein as "DBSI") to open a securities account for the Limited Liability Company, to be known as the Account. I INamss) INarnss) is/are hereby appointed agent{s) and attomey{s)-in-fact of the Limited Liability Company (each an "Agent"!. Each Agent is authorized to buy, sell (including short sales) and trade in stocks, bonds and any other securities, listed or unlisted, on margin.or otherwise, in said account in accordance witfi OBSI's terms and coriditions and at the LLC's risk. DBSI may conclusively assume that all actions taken and instructions given by each Agent have been properly taken or given pursuant lt> authority vested in each Agent by all of the members in the LLC. DB^I is aotherized to follow the iostructions of said Agent{s) in every respect concerning said account, and to make; delivery of sBcurities and payment of moneys to sakl Ageht(s> or as said Agent(s) may order and direct and t o send said Agent(s) all reports, confirmations and statements relating to said account. Each Agent Is hereby authorized to execute and deliver on behalf of the LLC a Customer Agreement, Stock Loan Agreement and any other agreement(s) or document(s) DBSI may require, and to act for the LLC in every respect concerning said account and to do all other things necessary or incidental to the conduct jof said account. 1 This authorization iand indemnity is in addition to, and in ho way limits or restricts, any rights which DBSI may have under any other agreement or agreements with the undersigned, or any of them, now existing or hereafter entered into, and is binding on the undersigned and their legal reprosentatives, successors and assigns. This authorization and indomnity is also a continuing one and shall remain in full force and effect and DBSI may continue to rely on this alithorization until such time as it receives written notice of Ks termination. No such termination shall affect any liability arising out of any transaction initiated prior to such termination.! The LLC, and each of its members, agrees (i) to indemnify and hold DBSI harmless from al) costs, expenses (including reasonable attorneys fees) and liability related to nr itrising from disputes by or aoiong ony of the mentbers with respoct to EFTA01441191 said account and (ii) to pay on demand any debit bajance in said account Each of tl>e undersigned agrees to advise DBSI in writing if he, she or any partner is, pr becomes, an employee or member of ainy securities exchange (or corporation of which any exchange owns a majority of the capital stock), the Rnancial Industry Regulatory Aothority, any broker-dealer, or is, or becoroes, a sender officer.of any banx, savings and ban institution, insurance company, registered investment company, regi^ered investment advisory firm or institution that purchases securities, or is, or becomes, a member of the immediate family of such a person. This authorization and indemnity shall inure to the benefit of OBSI and its successors in business Irrespective of ony change or changes of any kind in the personnel thereof for any cause whatsoever. • , hereinafter called the "Limited Liability Company" or "LLC," and hereby The undersigned has read and agrees to the terms of the aluthoriMtkJfTand indemnity oijjbis-fiyriTv 7-3 Signature of ManagingV^ember Jeffrey Epstein Print Name Deutsche Benk Securities Inc., a subsidiary of Deutsche Bank AG, conducts Investment banking and securities activities in the United States. IHIIIIi EFTA01441192 OPEllAtING AGREEMENT OF SOUTHERN FINANCIAI., LLC A.U.S. Vit^in Islfindis LiniitedLiabiiify Comp^iy THIS QP1iRATING .AQREEMBNT (this "Agrepmeiif 7 is made aiid eritered into as of February 26, 2013, by Southern Trust Gbnipany, Ihc, (hereinafter refeired. to as "Sole. Member"), with a business addi'ess is6100 Red Hoo3c Quarieiv B3, St, Thomas,O;S. Virgin Jsiands 00802, and which hereby forms Southern Financial, LLC, a U.S. Vkgih Islaitda Limited Liabiiity Company (the "Cpnajpariy"). pursuant to the U.Sv Virgin isljmds Urlifortn "Aet") upon the following teitns arid conditionsCoinpany Act'(thd' SEGTIONI ORGANIZATION & FORMATION Ai Fonnation. The- Gornpany lias beenrCTganized as a U.?^^^ Viiiih Islands Liraited Liability Company under and pursuant to the- 13.S. Virgin Islands Litriited Liability Company Act (the "Act") by the filing of Articles of .Organization f 'AiiiGles") with'the oMce. of tiie Lieutenant Goverhor, on Febraary 25,.20196 as reciiiired Sy the Aet. B. Name. The naive ofthe Company shall be "SOWN^^ TlieCompany upon proper notiee and filing with the; Office of the. Lieutenant Gbvenior of the U.S.. Virgin Island,'? may cdiidijet- its business under one or more assumed'naine.s. C. Puiposes. The purpose of the Gorapainy is to operate anyla-wftii business or.to.effectuaie any purpose permitted by the law pfthe territory ofthe tJiS. Virgiii Islandis. Hie Cbmpaily shall imve all the powers neeessaty or converiierit to affect aiiy purpose, for wliich itiis formed, inelijidihg all.powers grarited. by the Act. P, Duration. Tlie Company shall continue in existence perpfiitualiy, beginning on the date of filing of tiie Artieles, imless termiriated by Iw'isr dissolved; wid tei- mihated. E. Registered.(3ffice and..Restdent Apentand Place of Business.' The.Regi'stcred pjgicie and Resident Agent of-tlie Gom;pany fbrsemee bf process \vitli5ti the territory ishall bd: Business Basics VI, LLG, 9100 Port.of iSale .Maii, Suite l'S,'St. Thorrias, U.S. Virgin IsIand$.0G802. The Company's principal place cif business is 6-100 Red Hook Quarter, B3^, St. Thonias, U.S. Virgin Islands 00802 or such other place or places as the Sole Membef may hereafter deteririulei ^SEGT1ONTi: CAWTAt STRUCTURE; MEivrBERSHlP UNITS AND EFTA01441193 CONtRmUTlQNS/TRANSEER OF MEMBERSHIP I.MliTS A. Gapitai Gontribbtibri by the Sole Member; Initial Jssiiarice. the Sole Member's, ownership rightis iri the t!ompa:ny shall be refteeted in "MemWship Units",^ as recorded ki the Gbmpany's. records.. Upon the formation of the Cbml)any, &e Sdie'Member- sbaU ;raake a capital , .contribution i<^\h& capital ofthe Company in the amoimt of cash, or of lhe.propeity%-kind, or botii, EFTA01441194 set forth opposite the Sole Meniber's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue tb the Sole Member that number tmd class of Units so subscribed &nd contiibuted for. The Sole Member, may make additional ciapital contiibutiDiis at any time and in any amoimt tliat it may' desiie. B , Transfer bf Membersliip Units. The Sole Member may transfer my or all of its Metribersiiip Units tb "riy persbn or persons, at any tiriie and fi'oitri titne tp time. Subject to the provisions of this Section, the Sole-Member inay assign its Membersliiji Interest in the Company in whole br is pait. The assignmerit ofa Membersliijp Interest dpes nOt. itself entitle the assignee to participate iii the nianagement and atfairs ofthe; Gpnipany or to become a meriiber. Such assignee is oniy entitledto receive, to the exterit assigned, the distributioris the assigning'Sole Meinber woiild othervvise be .entitled to„ and such assignee shall.oiily become ari assignee of a Manbership Iiiterest aind not a substituted member. An assignee of ^a membersliip interest ishall be admitted as a substitute member and shall be entitied to all the rights aiid'powers of the assignor only if all the rnembers corisent. If admitted, the substitute memberi :has to: the exterit assigned, all, ofthe rights and powers, and; is subject to all of fhe restrictioris and liabilities of the menibei's. C. No Interest: Ho Returri of Capital Capital cDritributions to the Company shiril not.earn interest, except, as otherwise expressly .provided for in this Agreement. Except as ptherwise provided in this Agreement, the -Sole Member shall not be entitlbd tb withdraw, br tb receive a return of, a capital coritribution or ariy pQrtibn therebf, SECTION III CAPITAL ACCQUNT A. Gapitai Account. A capital accoimt ("Capital Account") shall lie inaintained for the Sole Member”and any additional member in accordance vwth the prbvision of tWs Aiticle. 1. lacyeaaes in Capital Account The Capitai Account of the members, shall be •increased by:. (a) The fair maricet value of the niembers' iriitial capital coritribution and any additipnal capital coritributions by the members to the GOmpany. If any property, otiier than cash, is contributed to or disttibuted by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1 (b)(2)(i'v)- EFTA01441195 (d), (e), (f) and (g) and Sectioii 1.7044(bX43(i) shall be made. (b) The members' share of the iricrease in.the tax basis of Company property, if ^y, arisirig, out of the recapture of any tax credit. (c) Allocations to the members of Profit. (d) \ Company income of gain (including income and gain, exismpt from income taxation) as provided under tliis .Agreeraentj or btherwise by Regulation Sectiori 1.704-1 (bX2)(iv). EFTA01441196 (e) decreased, by: (a) The amourit of Gompany Habilities tliat.are asstuned by the members; 2i Decreases In Capital Account. The Capital Accdunt of the mertifoers shall be The amount of rifioney distributed to the members by-the Coriipany pursuarit to any provision of this Agi'eeriierit. (b) (ii) (d) The fair rnarket value bf piroperty distributed to the members by the • Gompaiiy (net of liabilities secured:, by such disttibuted; property thit such- members are corisidered to assume'pr take silbjecttb tjrider C;b.de Sectipri 752). Allocations to theimehibers of Lcsses, Alioeatioris to the rhembers of dediiGtloriJi, .expenses,. Noiu'ecourse Deductions tmd riet losses allbcated to it pursuant to this Agreenierit, and . the members' share of Company expenditures which are peither deductible nor propsirly cliargeable to Capital Accounts under Cpde Section 705(a)(2)(B) or ai'e treated assueh expenditures urider treasuiy Regulation Seetio'l.704-1(b)(2)(iv)(i), "Norirecourse . Deductions" shall have the •meanirig set fortli iri Treasiiry .Regulation Section 1.704-2. (e) Company. the amount of ;any liabilities of the members thaf are .assumed by the SECtlQNIV ALLOCATIONS ANODISTRIBUTIONS. A. Allocations, For purpbses of imintairtirig. the Sole Member's Capital Account, allofthe Gompany's net profits, net losses, experises and other items of iricoriae, gain, loss, and credit shall be Bllocated to the Sole Mepiber, All items of Company taxable income, gain, loss, deduction, and credit recognized Or allowable for Federal hico.me tax purposes sliall, be aliocated and credited or charged to the Sole.Meriiber. B. Disti-ibutions.. Netcasfi flow shall be distribiited in the followirig priority, 1, Hirst, to the Sole Member hi repaymerit ofany advance of furids to the Goriipariy as a lender, to the extent of and in proportion to such adymices, iniJltidirig interest thereon, if any; 2. Additional distribiitionSj if ariy will; be made to. the Sole Member, irt such EFTA01441197 amounts atid at such times, as determined by the Sole Member. EFTA01441198 G. Distribution upon Liquidation'uf the Gbmpanv, I. At the termination: of the Company anici after the Company has safistied or ' provided for the satisfaction of all the Gompaiiy's debtS: arid other obligation.s, the Goriipaiiy's assets vyill be distributed iri. ;i;ash to the. Sole :Member and any di'ssOeiated members whose interests have riot beeij. I)reviou.s{y redeenied first, in dischargiS of their respective capital iriterests; and therii iii:proportion to the, Membership^Ututs. 2, If the Coinpany lacks siilticierit -assets to make the. distvibutioiiS described in the .foregoing paragraph„ the Company ttdll eilce distributions in ,proportion to theramount of the resp,ective'.Oapital ihterest Of the Sole :Meiriber and arij? dissoGiated membei's whose interestSihave notbeen previpusi'y redeeirif^d. SECriONV • RMNAfiEl^lENt0FmiSINESS A. ' In General.- The Cbmpany shall be'raanager-mariaged. Jeffrey Epstein shall be the initial hiariager of the Cdmpany.. the nijmager shall manage thfe business and affairs of the Company and shall ha,ve full and complete authority, power and diseretion- to do all things iiecessary or converiierit to manage, control and carry Out the busiriess, afifairs and. properties of the Gompanyv to make alt deoisioris regai-diiig; those riilatters arid to peribM any arid all.Dlhef acts or activities custGriiary or incidenttQ the mariagenient.of the Gompany's business; B. yotiflpi o'f Memb'ei-sHip Units. ,A Membership Unit is erititied to be voted- only if it is o.wiied fay a'member anid each such Meriibersfiip Unit shall .be. erititied to ojie vote. Neither ari assignee nor a transferee may vote a Membersliip Uritt urilesS'such assignee or transferee is admitted as a meniber. SECTIOI"'yi EXCULPATION OF LIABILITY; INBEIVINIglCATION A. Exculpation of-Liability, IJnless otlienvlse provided by law or-expressly assumed, the. Sole Member shall not be;perSQnally liable for the acts,:debts oir liabilities of tlie! Goriipariy; B. Indeniriifleatiori. I. Except,as otherwise provided in this;Sectibn, the.Gornpany .shall indemriity the rrianager'of the Company and may hidemiiify any employee or agent pf the Company who was; or is. a party or is; threatened to be made; a party to ,a threatened^ EFTA01441199 pending or completed, action, suit or proceedirig, whedier civil„ crimival, adrmnisriative, or investigative, and •whether .foiliiai or inforraali otiier than anpaction by or in the-right of the Gompariy, by reason of the factthat suoh person is or was a meriiber, employee or agerit of the.rGoiripaiiy against expenses (uieludiiig attorneys' fees), judgmentsi penalties, fines: and amorints.paid ih settlemerit actually and. reasoriably ineuiied by such person ih connectiori with the aotibri, shit or proceedirig, ifthe person acted m good faitll^. -witli the' cai-e an orduiarily prudent EFTA01441200 person in ix l'M positiori wotiid exercise it^der siniilar iiiriiumstaiiGfe, arid in a inanner that such person reasonably believed to be in the best uiterests of tiie Company and -wth respect to a cririiinal action Oir proceeding, if suGh. person had rib reasonable canse to believe $iich person's conduct was unlawful, 2. TO the exterit that ariy riianagei^ member, eriiplpyce or agerit of the Gompariy has been successfiil on the riierils or Otterivise in defense of ari actioti, suit or proceeding or in defense of any clairiij issue or other'matt.er in the action, suit Or procseeding,:SUch' person shall be indemnified against actual and,reaspnabie expensei?, including attoiiieys' fees, incurred by such pei'son in comiectiori with the action, suit or proiieeding rniid any action, suit or proceedi,ng brpiigiit to enforce the maridatOty iridemnificatiori provided hereiii. 3,. At^y indemnification peiihitted'under this Section„ unless ordered by a. coiul, shall be made by ;the Gompany only as authorized in the specific case upori a detennination that, the' indemriificatiori is-,proper under the circumstances' be(^tise the persori to be- inderimrfied ha.s met the ajiplicable istandard of conduct and; upOn ari evaluation.' of the reasonabl'erifcss of expenses arid amounts paid iri .settleinent. This deterniitiatipn and evaluation shajl be riiade by a niajority vote of the members who aie riot parlies or threatened to bp riiade parties tp .the actipn, suit or proceedirig (except in the, event that tiiere ai-0 iio members other thaii the: Sole Meriibef, m which everit' the deterrainatioivandevaluatiori shall be made by the Sole Member, regiardlbss of wH^^ not .Jeffrey Epstein, is a party or threateried. to be made a-pariy to thotaction, suit or proceeding). •SEGTION VH • . LlOtJIPAaTON Tlie Coriipany shall be dissolvisdi and shall terminate and wind up its; affairs,: upori,the determination of the SoleMember to da.So.. SECtiONVIII MLSCELLANEOUS PROVISIONS A. Sectioti.HeadHigs. The Section headings arid numbers CQritflined.:i)i tliis Agreem;eiit have been inserted only as a matter of epnyeniepje.and for reference, and in rio EFTA01441201 way shall bb cotistrued to define, UmitorLdescpibe the scope or intieritof any provisiori of tliis Agreement. B. Severability. The inyalidify pr unenfoirceability of any pariiculiar prpvision of this Agreemerit shall not affect the. Other provisions hereof, and this.Agreement shall be construed in all respects as if such invalid or .iiiieriforceiible pro Ci -Amendinenti This . Agreeriient may be amerided or revoked at any thne, in •writing, with the consent of the. Sole'Member.: Mo change or modificatiori to tliisAgt'eeriient sh^l b.e valid unless' in writing and signed by'tlie Sole Mernbef. EFTA01441202 D. Binding Effect. Subject to the provisions of this Agreement .telatbg to transferability, this Agreemerit will be bitidiiig upon andshall inure to the benefit of the parties, and their respective distributees, heirs, successors and eissigns. E. Governing Law. Regardless of the place where this Agreement may be executed by the Sole Nfehiber, the rights arid obligatiorts Of the Sole Member, aiid any claim.s and disputes relating thereto, shall be subject to and governed by, and construed and enforced in accordarice with the laws of the Territo:^ of the U.S. Virgiri:r,slands, IN V^^ITNESS WHEREOF, the Sole Member makes and executes: this Operating, Agreement on die day aiid year first written above, WITNESSETH: By: SOUTHERN TRUST COMP^Yrl5.X.i Sole Member EFTA01441203 ARt1CtKS OF ORGANIZATION; • SOUTHERN HNAiVCtAL, LiC "0 S^A I,- thfi undersigned rialiural person of the .age of yigh tec;ii years or - more, acting as oL-gariixer 0J- 1 ii liiiiited liabilily company imtler the Unifprm Liniited LicibillLy Company Act, Ghcipter 1,S, Title •13, Virgin J.slancils Code ("Uiiifonii Liinited Liabilit)' Coinpaiiy A- cf*), -dp herehj? adopt fhe foUowing Articles, of Ovganizaiiipn for sucii-.1 1i'nhited iiability company; ARTICLE ONE , NAME, ADDRESSAND PRINCIPAL QFHGE. Name and Address 1. The iianie and address .of the limited iiabiliry conipany shfiti be-.Sputheni FliianciaL LLC (the "Gpmpany"), 9100 Port .of Sale MaU/'Suite ' ;;;, St,. nipma3, U.S. Virgin Isl-ands 00802. the physical address Einci mailiiig'address pf the Company'are the samfl. Principa] Office p:; 2. TleNe principal: pffi<:e .and p"rmiaiieiit tiddi'ess A.-.;; 'the fcransiiclion of busriife&'s ofSfie""mpany shall be the address stated in .Paragraph 1 bf these A'lticles as the .phy"i""a.' •j(ddr5l".i^f'=tfie •Company. Resident Ageirc and Off ice • 7 ui . v'" S-. : o' •-"> .3. 'rife: nlailing address of the Compaiiy's,mjl:itil designated office is-'9100 Por.1"f.S"le-MiS1,;Sitftte' IPiSt. Thomas, U.S. Virgin Islands 00802. the physical address of the Ccimpmiy's iititia: dtsignated office is 9500 'Po.r.t of'Saje; 1.5. St., Bpnias. U..S. Virgin Islands :f10802. The name of il-vS initifil xesidenf agenl: alsuch at-d'ress. is BLisiiiess Basics Vt LLC; 't'he- business addres-s of the lesideut 'ageni: i>,nd .fhe addrsss of lho. dfesignnted office arc ido;ntical. ARTICLE rVVO •fhc piir)?ose for w.hich the Comjiany i.f Orgi:lni*<:'!d is to engage ili.any nnd,till lawful business fpr vvhich a Uniltetl liability company riiay be orgai-ii/ied arid<<r the OnifGrm Limited, Liability Company Aet and the ofher'laws of Ibe •U..S>'Vfrgijl- :s>dnds.. EFTA01441204 The foregoiiiig iparagi'aph shall be 1C^nsetmeid. as-eiitaftejatitig both Objecvs and. purposes of this Company, and ii; is hereby expressly piovided that the fpre.going iitiineration of specific piirposes shall not be held to liinit or restrict in any manner ihe: purpostio of this; Company' Ptherwise permitted by law^. ARTICLE THREE PUIUtilON AND GONTINUITY The period of duration of: lliis Goncipany^shall be pei-petuflL ,No member ehall havf? the power to dissolve, the Gompany by his or her indepeiidsiit act of aiiy kind, ARTICLE FOUR ORGAMZER • The name and address of the organizer of t]u.si'Go.mpaiiy is; Greg.). Ferguson o. H.^, T'•'•A jZ'Zi ^"^ Mailing Address: 910,0 Port; of Sale MalLf-Sriite:?!^] St. llioina.s> U.S.Virgiivfsiands 00802 -(• - ARTICLE FIVE MANAGEMENT P).v$'sical Address: 9100 Port of Sale M,':^ii-e^-1SJ St, ThoinaiS/U.S. Virgin Islands 00802 o -„ • "" . ra II I the Company shall be ihanager-managed, The hiihal znanager of the Company sllall be Jeffrey ' BpsteinrThe physical and jnailiiig; address of the irutiali^ Sale Mall, Suite 15, St.'riipmas,tLvSi Vjrgin^M^ 9100 Port: of /' ARTICLESIX CAPITAL the Company shall begin businctss with eapital in the amount of One Thousand United States pGUars(US$1,600;00). ARTICLE; SEVEN LIMITATIO N QFLIABILITY No manager Pf the Company shall b'e liable to the Company or its members for monetary damages for an act or ,an onilssion in such manager'e capadty as a mernber, except for Jribifify of a manager for (i) a breach of a manager's diity of loyalty to the Gompany or its itieinbers, (ii) EFTA01441205 an act or oraission, not in good- faitlii that cpristitiites 4. breaGh of duty of a manager to die Company or an act or pmission that involves inter.Honal irilscondtiGt or a knowing viplatiOri of the Ijaw, (iii) a ttaioaaction.from. which a' manager received an improper benefit, whether ornot the benefit resulted from an action taken within flisi. scope of the managor'-s posil'iQn, or. (iv) m act or oinissipn for -which the liifibility of a manager is expressly provided for by an iapplieabie \->i o i< EFTA01441206 statute. If the Uniform Limited Liability Coinpany Act or oiber appUcable law is: amended to authorize action f urtlier elimiiia ting or liniiliiig the liability of managers, tlien the liability of any manageir of the Gompany shall be elimuiated os* liinifod to th« fullest extent permitted by llie Uniform Limited Liabilily Company Act or other applicablia law, as so ariiended. Any repeal or modifioalion of the foregoing paragraph i)y the liiembeivs shall not adversely affect any right Or protection of any mariager existing at the time of such repeal or modification. ARTICLE BIGHT MEMBER LIABILrfY No niember of the Company shall be liable for the debts arvd obligations of the Coinpany under Section 1303, Subsection (c) of the Uniform limited Liability Company Act. ARTIGLBNINE SEVERABILITY If any phrase, clause, .sentence, pamgraph, or provision of these Articles of Qtlanizatlon.is held to be void or, illegal, tlien it shall not iaipair o? affect die balance pfcfchesgiiAiticles, and the midersigned Organizer of the Company does hereby declare that, he 'w.pnlj"JhavEl.sigiied and executed the balance of these Articles without such void ov illegal provisions;'-•5 ^ C::> I. (..> :tt:> to ':2 b rn [signanirc page foUpws] EFTA01441207 IN WITNESS WHEREOF, the uvidersigm:d:personbas hereunto set his hand as Orgaiiizer of llie Company tliia 25th day of Felwuaiy, '2013. "-'"Greg J, Ferguson 0 IN THE TERRITORY OP THE UNITBD STAHiS VIRGIN ISLANDS UNITED STATES OF AMERICA g ; )/> 0 ni BEFORE ME, the uridersigned authority, on this 251h .day of l'ebiva/l ;. 2QM, pQrI IiialIy appeared Greg Jf. Ferguson, who, being by me first duly sworn, declarisd that lwi"s th!""-son who .signed die foregoing, document as ti-ie Organizer of the Conipany andil"iat-i"e statements contained in these Articles of Organization are .trae. /' 7.1 ...v.. hJotary FHdjlic ili and for the'Tetfitory of die. United Statea Virgin Islands 1".Z"'>Z" L.X"/ "/ My comiidsstpn expires:. Brett A. Gtfary Noiary Public NP-li"'U SV.Inioiiiiis/St, John. USVI MyComml951on'C)ipirclil.1 1)wtiillxii J1, 1015 EFTA01441208 fOI?M - RACA12 iHC Um'ifo SlAICS'/::-;-.-.:-. I.S1 ANOr,. OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OP CORPORATION.^ .ANO TRADEMARKS RESIDENT AGENT FORM COMSENT OF AGtm FOI? SERVICE Of PROCESS •anamts::KXaafSUia TNs writirig witriessetin tlicit I, the utider'jigi-iea Bujii,!::;-ss Basics VI,. LLC hewing been designated; by Southern Einani::=ai, LLC a.s re.siderit agent of said company, upon'wliori'; si9fvice of process may be made in all suils Qiisinfl against .said :cbmp'tiOv in Ihs CGurtsr oHhe y,n;7ad Stales Virgin'Islands, do tiereby conseoi to, aet as. such agent dnd that, service pi process ,;viqy be made ajDpn me. in accordance wilN Tille 13, Virgin Islands Code, IH WITNESS WHEREOF, I li<5!ve hereurito" -ie-:iriy signalure ffiis Febi'ufiry 20:1:3 I OCeUllf,-UNOER HNAllY AOCIOMfiXNVING UOCUMENCi, AtoWAIANVfAtSB OB cn DAYTIMK COMTACr NUMBER MAIUNO ADDRESS PHYSICAL ADDRESS EMAILADDRESS < rn SIGNA'iURE QP ftEIDENPAGGMTj^ n 9100 Port QfSctie ^lall, Ste. 1!5. St. Thomas, #00802 ai0D^Port 'Cif Saie Mall, ;Ste 15,. St. ThonMs„ V] 00802^ ,2:5th day of 0 I-' NOifARY:AGkN<pWLEpGEMENT Subscribed .and sworn to before me (his, 2vt5,I"'day o" "J"iJZLj,. ..SiJiric>is‹: jlreti i\.C>mf MyC<>mmlKio"F.Kpio»:-IXoniVr:ll.,ll)'i' .NoloiV IMIJIIG liAy Coniiiiis^oii•Cipi'es ,01 • • • ;• , £^2iZ!- EFTA01441209 GOVERNMENT OF OF T.H,E UNITED STATES -OCHARLOTTE AMA1JEi ST. tHOMAS, Vj 00802 CERTIFiGATE OiF ^EXISTENCE To Whom These 'Presents Shall Come; I, GEEQORY ,R. FRANCIS, youtehant Governor of the Virgin Tsiands/do hereby certify: that SO.UTHERN'FINANCIAL, LI.0 filed Articles of: Organization with the Office of the Lieutenant Governor On'February 25i 2013 and the Company is duly organized under the laws ofthe United States; Virgin Islands; Thai the duration of ihi.s Limited Lidhility Company is perpetual; That the company has paid all appiicabie fees to date; and That Articles of Termination have not been filed by the company, In Witness Whereof, 1 have hereunto set my hand and affix the seal of the Government of the United States Virgin island.s, at Charlotte Anialie, this; 25"^ day of .lune, A.D. 20.13. GKEefJRY R. FRANCIS Licutciiant Governor ojf the Virgin Islands EFTA01441210 THE UNIIHD STATES V1RG1M ISLANDS OFFICE. QF THE LIEUTENANT GOVERNOR DIVISION OF GORPORATIONS AND TRADEMARKS .5049 Kongens Gade Charlolle Amdlie. Vi rain Islands 00802 Pho fax 1105 King St reef Criiislionsted, Vir in Islands 00820 Phone Fax - June 25, 2013 CERT1F1CAt1QN OF 000D STANDING This is to certify that the corporation kn.own ds SOUTHERN TRUST COMPANY, INC. FORftAERLY: FINANCIAL INFOMAIICS, INC. filed Articles of Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certifi'c.ate of Incorporation was issued by the Lieutenant Governor on DECEMBER 8, 2011 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standin.g. ^^fZmAri;i8mmM\ Denise Johannes Director, Division of Corporation and Tradennarks PJ/gg EFTA01441211 Corp fio . 583164' m t m mum STATES Vto m So m)m 1^Ijeijie ^rcifeuw^rjrtll Come; I, GREGORY R, FRANCIS, 1.,ieul;enant Governor ofthe Virght Islrinds do hereby certify that Inmjiy vir'liie of the la\v.s,of the'Virgin Jslaiid^^^^^ the eii.stodian.of the corporate recoi-iLs and the projier officer to execute this certificate. rhiillier certify th/itfiiereoorit.s of thi s office dLsclcsp thai SOUTHERN FINANCIAU LLG Linuted Liability Company was duly registered, to .conduct bii.siness in the Territory on February 25, 2013 aiid liii.s a legal existence a.s a Limi1G<i Liability Company .so far as the 1:ec«ixt.s of thi.s office .show. Witness :iny hand and. the seal of the Goveiainent of tlic Virgin istaildls^Of the United .States, at Charlotte Amalie, .St.. Thomas, tjiis 271h day of February, 20 \ 3. GREGORY R. FRANCIS Lieiiteiiant Governor ofthe Virgin-Islands EFTA01441212 AfffijlTDCDEPflRTMEMT OE THE TREASURY W;)1J\ 0 INTERNAL REVENUE SERVICE GINCINNATI OH 45999-002'i Date of thi s notice : 02-28-2013 ideiiti f icatio n NUrabor: Ednil: SOUTHERN FINANCIAL. LLC % SOUTHERN -TRUST CMMPANY INC SOLE M 9100 PORT OF SALE MML STE 15 ST THOMAS, V I 00802 33-4 Niirrtbe'r b f thi s noti'ce : Por assistance you, may call ua at : IP YOU'WRITE, ATTACH THE STUB AT TilE END OP THIS NOTICE. WE ASSIGNED YGO AN' EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Eiripioyer Identificacion Nurriber (EIN) 'Vie assi ned ou EIN This ElN wil 1 identify'ydu„ your business accounts, tax returns, an documents, even i f you have no employees. Please keisp this nptice in your permanent records. When filin g tax dpcuments, paynients, and reiated correspondence, i t is very important that you use your EIN arid complete name and address exactly as shown above. Any variation may cause a delay i n processing, result in incorrect information in your account„ or eyen, cause you to be assigned more than one EIN. I f the information is not correct as shown above, piease make the correction using the attached tear of f stub and retum i t to us. A liinited liabilit y cdrtipany (LtC) may fil e Ebrtn .8632, Entity plasBification Election, and elect to be classif ied as an association taxable ,as a corporatibiii. I f the iitq i s eligible to be treated as "a, edrporation that meets certain testd .and' i t wil l be electing S corporation status, i t must timely fil e Form 2553, Election by a Small. Buainese Corporatiori. The LLC wil 1 bei treaited as' a cdrpdratioh as of the effective date of the S corporation election and does hot rieed to fil e Form 8832. To obtain tax forms and publications, inciuding those referenced in this notice, visi t our Web ait.e at www.irs.gov. I f you do not ha-ve access to the Internet, call EFTA01441213 or visi t .your local IRS office. IMPORTANT REMINDERS: * Keep a copy bf this notice iri your permanent records.- This notice ie issued only one tinie and the IRS wil l not be. able to ganara,ta a duplicate copy for you. You may give a copy- of this document to anyone asking for proof of. ybur EIN. * Use this. EIN and your name exactly as they .appear at the top of this nptice on al l your federal tax forms. US at the address shown at the top of thia notice.. I f you write, Please tear off the stub at the bottom of this notice and send i t along with your letter, i f you do not need to write, us, do not compiete and return the stub. Your niame control associated with this EIN i's SOUT. You wil l need; to provide this information, along with your. i3IN, i f you fil e your returns electronically. Thank ydU fdir your coop'eration. * Refer to this EIN oh your tax-related correspondence and documents. I f you have questions .sibQUt your EIN., ydu can call us at the phorie nuniber or write to EFTA01441214 CONSENT OF THE BOA1<< ) dip D •Z'6B7 SOUTIHERN TRUS T COMPANY , INC . The uncfetsigned, being aU: of the Durectors of Sputhein Trust Gompany, Inc., a U.S. Virgin Islands Gorporation ("die Gbjl»6rafioil"), hereby certify that the following resolutioiis were uhanimoushr adopted and entered into by the. Board of Directbrs on the 19*: day of M t • WITNESSETH: WHER^AS I the Gofrporation is a corporation organized and existiiig \mder the laws of the U.S. "Virgin Islands; • WHEREAS, the Board of Directors as of the d^ ' Je££tey, Epstiein; Barren-K.'indyke ^ Richard Kahn WHEREAS, the imdetsi^ed, beirig ah of the djre^^^ the following actii:ihs in lieu bf a mdeting of the Bbard of Directors in aiGcbridance' \wtK' t^^ Corporation La-w of the Uriited States Virgin Islinds (the "GCL") and waive any notice to be given;;in connection with the mei:ting: pursuant to the GCL; • the United .States Virgin Islim WHEREAS, Financial Trust Gompahy, Inc:, a coiporation organized and ekistihiij under the laws of is thC: sole :shareholder.of Jeepers, Iric^ and existing under the laws of the Uriited States Vitjgih Islands ("Jeepers"), which has elected to be taxed as a.qualified subchapter S.subsidiary; ;. WHEREAS, die Board of Directors of FTC determined that it is ili the best ihterests of the Corporation and its. sole sharieholder, Jeffrey B- Eps.tein ("Epstein"), to transfer and- distribute to Epstein all of the issued and ; (diutstanduig share^^ of Jeepers,. &ee; and; clear of aU Uens; daiihs . and encuiribrances (the "Jeepers Interest"), such that Epstein shall become the sole, shareholder of Jeepers; WHEREASj Epstedri is also the sole shar^^^^ WHEREAS, the Corporatipn is. the: sole meniber Of Southern Finanqaii LLC, a United States Virgin Islands limited liabihty company organized pri Eebfusuy^ WHEREAS, the Board of Directors bf FTC fhas determined that if is; in tihe best iritet^ste and its sole shareholder torinerge FTC into SF,; upon;the completion of which: merger SF. shall be the sUmving entity of said merger (the "Merger?^^^^ EFTA01441215 organized-, EFTA01441216 ; \^^EREASi;it is liritendeci that the Metger the;ptovisjbns;^o^^ PlM of Merger in ;(he :^ effeemated uponj iri accordance with, and subject to, as Exhibit "A" hereto, which has: also been approved by the Board of Directors of FTC and its sole sharchbldcr:- (the "fviergcr Agreernent"); ' 'WMERpAS,'in cprinectibn with th^^ Merger' Agreement, Epkein is to surrender for eaneellation tep thbusand.(10,000) shares of the Common Stock of FTC, representing all of the issued and outstanding shares .of FTC's Gommoh Stock and all of such issued arid outstanding shares held by Epstein, and in. consideration o^^ ownied subsidiaiy of the Cbipbration, arid the tiarisf<c^ b into SF. the wholly assets to SF by operation of laW as a result of such Merger, the Corporatibn is to issiie an additional ten thousand (10,000) shares of its Common Stodc, $.01 paryalufe (the "Comih . WHEREASj the Board: of DirectOrs>of this ,Gorpbratibn has deteiiriined. that' it is ' both advisable and in the best mterests of the Corporation and of Epstein, as the sole shareholder of the Gorporation, that the Merger be. ; consummated upoii, in acGprdariee with; :and subject^ the provisions of the Merger Agreement, and: that in connection therevitith, the Corporation issue the; Additipnal Shareis tb Epstein; NOW THEREFORE BE IT: RESOLVEDj that, after cbrisummatifDn by FTC of its issuance;tb Epstein bf the Jeepei:s:Iriterest, the Merger, upon, in accordarice with, and siibject tb,.the. tem and,it ishereby^authbozedaridapproved;,^^ : ' ,RESOL\^Dj thatit is iritai^ 368(a)(i)(A) of the Internal Revenue Code; RESOLVED, that the forrn aritl provisions of the: iVlergef Agreement, be and they hereby are adopted and approved; .RESOLVED, in cbrihection:with the;M^^ Agreement, the Corporation issue the AdditioriaJ Shares to j^^^ RESOLVEI), thati the President of the Goipprati and: directed, fbr airid on bahaif o f the Gpijjoratioh, ;t6Ii^^ execute and file:;with ithe Office of the Lieuteniant Gbyemof of the United Stiatcs Virgin Islands Articles of Merger in form and substariGe that has; betfi approv compliant -with the reruirenierits of the GCL and riecessary or appropriite iri order to effectuate Mergef in accbrdsmce with tiie prbvisibns of the M RESOLVED„ that the officers of die .Cbrporation.bi;, and each of them hereby is, authorized„ EFTA01441217 ernpbwMed and dirdGted, for and on beihalf bf the Goqjpratioh, to execute: and; deliver all such agteeirientSi . • docuriierits and instruments, to pay all such costSj feesi arid exl- >ienses,;and take all siich other airtion as such offi(:er deeiris riecessaiy or ^^^^ pf the Merger Agreetnent. in ordier tb cOnsumrnaite the Merg a:ceofdance ivith the ptbvisib • 0. . 1 EFTA01441218 This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the imdersigned has executed this Resolution as the directors of Finandal Trust Company, Inc., on this 19* day of March, 2013. Jeffrey E.'. Darren K. Indyke m Richard Kahn EFTA01441219 CONSENT OF THE BOARD OF DIRECTORS OF ••' • FINANCIAL INFOMATIGSi INC The undersignedi being all of the Directors of. Financial Infomatics, Inc., a . U.S. Virgin Islands Corporation ("die Corporadori"), hereby certify that the follbwing resolutions were unanimously adopted and entered into By the Board'of Directors on the 18*' day. of NGV(2niber„ 2011.^.^ WITNESSETH: •Virgin.Islands; and , 18,2C)ll;and,'. •;:;rWHEREAS, the.Coiporation is a, corporation prganized, and existing imder the laws of the U.S. • • II • • .;WHEREAS, the,.Corppration.was duly Jonnedii^ .-Z-'..„ WHEREAS, this Board of Directors as of'the date of tlu^ Jeffrey Epstein Darren Indyke. Richard Kahn • ::WHEREAS, the,undersigried, beingi.a.11 of the .directors of Financial InfoinatiGs, Inc., consent-to.the . taking of die following actions in lieu of a meeting of the. Board of Directbrs-in accordance with the corporation liws pfthe United: States Virgin Islands.and waive: any notice to b'egiveh inGonricctidh with the meeting pursuantto,the corporation laws of • • • .WHEREAS; thiis cbipbration: is jauthbiized; in its;/ar/rt/a bf iiicorpbr /0,0(90 shares of Stock of the par value of $.0/per share; and. WHEREAS, a depositor)' shall 'be established for the Rinds, of the corporation .and those who are • authorized to do so may withdraw them on :behalf bf the corporation; and NOWTHEREFGREBE:Er:;-- . 1 r - -. ;;:--, RESOLVE13, tharall'acabns taken by the incbipbratprs of ilie Corporafioii d frbim November :18, 2011 ithrbugh the date b f this Cbnsent; induding, :but:.not limited to,-filing the Certificate of Iricprporation of the Corporation and addpdng the; initial By rLaws of the Corporation, be, and each ofthe sarne hereby is, in all respects, ra RESOLVED, that the officers of the Corporation shall include a .President, and may include one or EFTA01441220 more Vice presidents, a Secretary and a Treasurer; and, it is further RESOLVED, that each of the following persons is hereby appointed arid elected to the office set. forth opposite his'name below to serve as such ih aei:ordance with .the pro\:isipns of the By-Laws: of the Unitecl States Virgin Islands on.NdVember EFTA01441221 Corporatibn until the hext:meeting'of diriictbrs of ;'the;Gorporation immediately fbllbwing the next annual meering of ithc stbcicholders of the Corporation and until his successor shall have been duly elected and shall have qualified; . jeffltey Epsteih, President Darreri Indyke, Vice President and Secretary Richard Kahn, Treasurer And it is fiirther RESOLVED , that the officers of the Cofporation Be, and each of them hereby is authorized, : empowered and directed to produce all ;boo.ks of acc necessary or apprppriate in connection.with maiiitairiing.:the:records arid coriduijting the business of the Cotporatioh,;"hd to pai'y aU c;Osts 'arid-:expenses':arid.to makie hall. reimbursement for all expenditiires made in corineetion wdth the organization o f the Cprporation; and i RESOLVED; that -the spechnen of stock certificate to evidence shares of :thi: Comnion Stbck,;paf value of ,01 (the "CpmXTion Stock'"),.of the Corporation in die form submitted co die undersigned, which is to be filed with this Consent, be and the same heiieby is, approved and adopted; and the i?resident, the Vice Ptesident, the; Secretary, and/or any other; Offioirs authorized by the: By- laws of the Corporatiori be„ atid each of them hereby is, authorized to issue certificates; in such forrri for^ shares of fully, paid and non-'. assessable Corrim;bti Stock when the issuance thereof iS duly^ by the Board of Directbrs. of the Corporalion; and it is further •': RESOLVED, that the CbiporiitiGniaGcept ;(;he subscription of Jeffrey ;E. Epstein fnf .10,000 shares : of Common Stock, upon the terms and: Conditions contairied in the subscription agreement,: dated as of November 18, 2()11 of Jeffrey E. Epstein, a copy, of which shall be filed with the'official records of the Corporation;:and,it is further RESOLVED, that ;the Vicie Presiderit arid the Treasurer bf the Corporation be, andieach of them hereby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey E. Epstein, a certificate for 10,000 shares pf the Corririiori Stock; and it is further RESOLVED, that all ofthe 10,000 shares of the Common Stock as authorized for issuance by, the immediately pcecedingresblutibn.shaU be in aU respects, whe a foresaid,: validly issued, flilly paid' and non-assessablc;.and.il is further RESOLVED, that.::the seal,.an.iiiripressidn.ofwhich; appears in the margin of this.Consent, be, and: the samerhereby is: adopted as the seal of the Corporatipn; and it is further EFTA01441222 FHESOLV^Di:that the corporate^recotd lx)pk:and.the stock: transfer:letiger.thereof, be and: each of the; same hereby is, adppted as the record book and stptk transfer ledger, respecdvely, of the .Corporation; ••.andifis-further r,'. • •'• Corpbi:atiori,..the Presiderit,' ahy Viife President, .t^ each of them hereby is, authorized :as follows; RESOL'VED, that,:With .rcspcct to the openirig, maintaining and closing of bank accounts of the a.-^d EFTA01441223 t . Fo designate one or more banks, trust companies or other, siniilar institutions as depositories of the fiirids, includirig, without limitation, cash and cash equivaleilts, of the Gorpbraticiri; : ,2: op'en, keep and /elbse; general and speeial bank accpunts, including generai deposit accounts, ' • payrQUi:accoijri 3: To cause tO; be deposited :in stjch -accounts with :any s"" time such furids, sihcluding- without: lirriitatiGn, cash fatid cash ecjuivalehts,: of.the Corpqratiorii as such officers deem necessary' or advisable, and to desigriate or change the designation of the officer or officers and agents of the Corporation .who will he authorized to. make such deposits and to endpcse such checks, drafts or.other instruirientS: for such deposits; '4. From time to time to designate or change the designadon of the officer or officers and agent or agents.of the Corporation, who, wiU be authorized to sign 'V • .: 'orders for Ae payrrients bf rnoney issued; in this name,pf the Cofporation against ariy furids .. 1 2 : . 5: To authorize the use;:of facsiinile sigriattires •for tiiei signing pr couhter.sighingbfdiccksv drafts or. . other orders for the payment bf rrioney, and to enter into such agreements a's biinks:;atid rrust companies customanly require as a;conditibn: for permitting the use of facsimile, signatures; 6. Tp make such general and special rules and regulatioris v.ith respect to, such accounts as they . may deem necessary or advisable; and .7-. To coniplete,' execute .and/or eertify any customary printed biank signature card forms in order" .: to cbnVeniehdy /exercise the autiiprity'granted by this resoliitipn ;and: ariy resolutions; thereori" shall be deemed adopted as part hereof; and it is further: • • • • • • ' • • , • . , • . • I • • I I • 'RESOLVEi) •Goip'bration be,' atid- such pfficer hereby is,.' aufboriied tp prepare and certify as;thc resolutions of the Board; of Directprs, as if adopted verbatim by this, : Corisent, any sucH additional resolutions as any such dispbsitoty may require in connection with die opening of an account witb such depositor)'as authorized pursuant to the immediately preceding resolution, and that any such depository to which a copy of the immediately preceding resolution and such additional resolutions, if any; have been certified shall be entitied to rely, thereon for all pufposes until it shall have receiyed written notice of the revocation Or amendmerit. Of such resoludons EFTA01441224 by the Board of Directors; and it is further , .- ;year;and'itis';'further RESOLVED, that the fiscal year of this Corporation .shall begin the first day of Januar)' in:each '• •'•• • •• •• S o l . . • RESOLVED„ that for the purpbse of aUthPrizing the Coiporation to do business in any state, territory or dependency ofthe Utiited'States or any foreigri countiy in which itis necessary bf expedient for •the Corporation :tp transact business, the officers of the Gorporation be, arid, each of them hereby is, authorized to appoint and substimte all necessary agents or attorneys for sen'ice of process, to designate and change the location ofall necessar)' offices ofthe Gorporation, whether .statutory Or othervvise, and, under the seal of the Corporation, to make and file all necessary certificates, repprts, powers of attorney and other instruriients a's inay be .requiired by .the laws, of such st^te, te'rritoi^, dependency or cbuntx)' tb.authbriise the EFTA01441225 Corporation co transact business therein; and it is further RESOLVED, that the officers of the Corporatipn be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessar)' or appropriate, file with the appropriate governmental autiiorities, all such further cerdficates, contracts, agreements, documents, instruments, instruments of ttansfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authorit)' with respect to the bank accounts of the Gorporation), induding, witiiout lirnitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to carry out, comply with and effectuate the purposes and intent of the foregoing resolutions; and it is further RESOLVED, that the CorporaUon proceed to carry on the business for which it was incopprated. ITiis consent shall be filed with the Minutes of the proceedings of the Board of Director.s of the Gorporation, IN WITN'ESS WHEKEOF, the undersigned has executed this Resolution as the first director;; of Financial Infpmatics, Inc., on this 18"' day of November, 20U. Jeffrey Epstein, Director Darren Indyke, Director Richard Kiihn, Director EFTA01441226 FINANCL^L INFOMATICS, INC. SUBSCRIPTION FOR COMMON STOCK 'Ibe undersigned hereby subscribes for Ten Thousand (10,000): shares of the Common, Stock, S.01 par value, of Financial Infoniatics, Inc., a United States Virgin Islands corporatioti (the "Corporation"), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor ofthe United States Virgin Islands on tiie 18'"' day of November, 2011, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of thc Corporation, 4t-y-> e.e.>-Jr:i (S fTi • I 0 ) per share in cash or by check made payable to the Corporation, at which time a certificate shall be issued to the undersigned for thc number of shares subscribed for. Dated as of November 18, 2011 Subscriber for IQ of Common Stock, 5.01 Par Value Subscription Accepted As ofNovembetlS, 2011 FINANCIAL INFOMATICS. INC. By Darren K. Indyke Vice President EFTA01441227 IH] Current Classification: (click here for help) Internal [2^^ Sender sr JayLipman Fran M Wickman Oate 08/26/201312:04 P,M 08/26/2013 12:08 PM CIP failure rectification [1] Jay Lipman to: Fran M Wickman 08/26/2013 12:04 PM Subject ,p> ^ CIP failure rectification [1] Re: CiP failure reci Classification: For Internal use only Hi Fran, Please could you let me know if this document is sufficient for what we need? For Account: orsource of Wealth: Epstein began his financial career in 1976 as an options trader at Bear Steams and became a partneri n 1980. In 1982, Epstein founded his own financial management firm, J. Epstein & Co., managing the assets of clients with more than a billion in net worth. In 1996, Epstein changed the name ofhis firm to The Financial Trust Company and based it on the island of St. Thomas in the US Virgin Islands. All ofhis clients were anonymous except for the very wealthy businessman Leslie Wexner. His wealth has come from his days at Bear Steams and his financial management firms Kind Regards, Jay Lipman Jay Lipman Analyst I Markets Coverage Group Deutsche Bank Securities Inc Deutsche Asset & Wealth Management 345 Park Avenue - 26th Floor NewY Tel. Fax EFTA01441228