EFTA Document EFTA01268970

1First Bank Customer Due D...gence for Business - Entities ExtednerAtiiialiS-- I $7;41=-6-- Business or Entity name: Thomas 'Maid Air, LLC DEA Name (lt applicable) Physical Add .: 8203 Lindberg Be, SUMO 33 Si. Thomas, VI 170802 Business Phone: 340-775.2525 2. BusinessrEnto Desert Tyro ol Buelnees. Date F_stablishedr. Type of Entity • or Social Security /amber Social Security Number (If applicable): ramp Address: 6100 Red Hook Duarte( B3 SI. Thomas USV1. 00802 Fax Email Not doing Business NAICS: !...:: loll lo 4084430.38 Annual Sales: N/A 1/222010 Number of Employees: 3 Numb.rot Offices: 1 O ce.g, O Corporation O Nonpror Ctxporencn O Partnentup O Genterned Agency O Unincorporated ASS0016on or Entity Miretee Labity Company 0 Other Facility to *lore and maintain aircraft O Certificate of Depoelt 0 Checking O Saving O Other, specify: 4 Account1Ru Payee!' @ Openitonte O Trust O Public Funds O ATM Mactnt O Es :raw O Transfer Funds O Goiresposs a' D investrent 0 OV%er !antitv to store and maints:s aircraft Cnvalts Debits MOM,* Trantlactlone Transactions 21 1.10 O 71.20 O 21 or more --- Food Amours* Transeelk. TYP• Transactions Total Amount O SI -55.000 O *6.001 • raoco 0 525.001 emcee O Con O Payroll 0 Account Tr:union O ACH O Chedts O POS O electronic Triflers O Char • • • • ®1 -lo ❑11 • 20 O 2i re mare. 0 if • so.= O scorn •324.000 O 125.001 o more O Cask O Rani O ACCOLIM Tans/era O ACM 0 Chedts O P06 : O Electorate Transits O Other : . . .. ._ ... .. .. . .. .. . . . h L : T - Transfers IncominoTransfm• O9strinalfrantin Day O Weakly O Mend* ay O D . O wsei O Meetly. O: ------._....— Tnranceiens 9 I --C O 11 - 20 021-50 O SI Cr Mae. Transactions O i • to O 14 -20 O 21 -60 CI 51 none Ref Amount O si /25.0D, O $25.0C• • 14C0,000 O swan • met Total Amount O it .$2$ coo 0s26691 -ammo papeece omit — 7 ,--- kiCKA: Transaction' ype Caplan Countries .; f& 6 Initial Deposit And On Initial Dolan: 1 :10.000,Eo _ Origin of Fund*: If the intal deposit 4 gear than 1500.000. Mica* me sauce of *oath N/A • lime mow in )es fr allearl ors acme Saudis Na cletedte cOrOdkildeipt ird Lena* icka seeded es Sean h Doe Demos Croats,- Otto For terArdzes or FnVes Camslantd as IVOR*. • ant ants er E off s Poo ovecribMto tom FR Capiente tiepertnart RSA D44.94 4 44.444 A. IS the NAICS selected rip Os° B. Does the tosness nave a private ATM maths,. on Plea '41) C Is the business a nonprofit argent/Won, D. Is the business e sotOcal conurillee Ir etyma/pit? p-/S) E Is the business related ro an censer of a foreign poyeenmenta Inddelefiltbgxe is 1-e rastrt,1 aw,acet rri ttt •eieleo Caentln: 7 K 00000t 211240001 8 Vr S stunt- For use or& as COMM• one Name of the Representative who attended your call: Response to Employer Wont:1/4 26°n of Social Security: Year. State: Other Res • • - on lndu. Beharoo 9 Account 0 nin• Authorization Approved Brian Nam Comments, if applicable. Interviewed By: InsBanta N M. 'OAS. i)0707,I CONFIDENTIAL /r sow L.-. e Denkra lel . 1- .1/4 7 /: OneerNmit CONFIDENTIAL SDNY_GM_00013123 FirstBankPR000286 EFTA_00123766 EFTA01268970 Bank Customer Duo Diligence Business Accounts Account Number S.S.R1WEIN ..., Melling Adds*: 8100 RED HOOK QUARTERS B3 *-- ST THOMAS. VI 00802-0900 - InternetANebstte Address: 488190 Date Established: 09/19/2005 1 ND,. or Enylorms' 03 0 Current Client Daher Virgin 1 : uslnese Account Title Physical Address: Business Telephoner/ line of Business [ Annual Sales Witiffain; islands tat. rmati. rDeposttor): 8203 LINDBERG ST THOMAS. (340)7752525 Other Support 55.000.00 0 Own Lj THOMAS WORLD MR. LLC BAY SUITE a3 "" VI 00802-0000 •-/ Business Fax • &dirties NAICS Code: Nee of OffeeWBranChes. Lease asiiilld &yip Adverbsement EPSTEIN•FINANCIµ CONSULTANT Contra PelsonNemo & it. JEFFREY Collect Pew MSS. S (340)775.81 El Sole Proprietorship 0 Partnership 0 Comccedon 0 Nan-Prole 0 LLP O1.5C OO5w cue 0 Conenocsal Checking E COnvnerYal DBA Calecelng • Gthemmert Checkup 0 COmmactal °tearing IOLTA Arranged OD ❑Commerciel Statement SV Merced OD Offshore i SVI) 8 COMM.% CaSIDBA Statenwa SV . Mengel 00 DBA 0 Commack* Mauna* SV D Government Saturant SV 0 Commas,* DBA Warner SV I❑ Commercial Passbook Sirens GOvernm not Passbook Soaps Certeceli er Dego*: Other COMMERCIµ CHECK :1. Author zed&Isar C Authatted Signer Nis JEFFREY Physical (Homo) Address: LITTLE ST m lore tit . l . ll . win lot . nnatiul . hied Si•uer. EPSTEIN corponaollit, ____.---- ST JAMES ISLAND Occupation: FINANCIAL MANAG Personal Mailing Address: 6100 RED HOOK CTRS STE B3 THOMAS, VI 00802-0003 ST THOMAS, V100002-1348 Sods Sear Number Nutter ! Business 00 p PArAo Hon SSPOO Dale &Rees Pieces:of Mr* OS. at US Ms lessehona fine 0)775ii8 IdePhene Mentor ; WkekriP • tikVibig: Number. (340)7752525 I Erns Address: JEBRENNOATTGLOSALNET & Number. Identelestbn Evasion OS 10/102012 .explain P,4 illit __ 0 SE IffillilliraiIli • YES °mac 0 IMMK5SERAMIaiiiit Niiithiet • Yes0 No. exPle• IMO,: _..._. : Account The Depositor in the Cart Cemetery* 'Jr.:Ier reneateS 1 Deportee( : wtitthcithno eithnoldino mak rose The Internal backup withholding. hereto Intormalion ACCOurte a net as e or it is out Revenue A reement Atte rattbos Tat Sheet (M, and Rates asp Of Wu* the Depositor subject to backup resat *lase to exempt iron, beckon and complete an approprNte Service does Vince arid fax in Fr-:Bank has been desgrelcd as a 0*ostory o' the StoostOf snis that 4 has (Sewed the misemetion cornsised ord SnOs 4 ayseete On Vas date The Depositor has waved and agrees to the Twins end Agreements for Fees Scneoue anenthr in et o ere SI may he time-roes for the eyrie 04 accown ens service, it has *awed cenrfios Net (1) The number shawl on las ken le the Cared tax ilentlacellon burned and (2) that the "titbit:dim. either because (a) has nor been seed by me (men,* Reeerue senice (IRS) that it:nut:sect to repel et mean or dividends. or (b) MI the IRS has nOtiried the Depositor that it * no larva. stayer/ to backup withinoiceng. Pt the Dcoosizr is a U S entity (Cr... out subpart 2(a) If it is not true II Statement 3 Is not Fes Was) not require your consent to any provision of this document other than the CortilicsUon reouired to avoid Dale Type: CHECKS Aantiortad Signature tine: (.5yesitu* ••reraion:nt wt.? ' x DATE: AffrArt 410000.00 0 illiiiitillinkisMeri febilditsarcintZ -J114-1--- iiiSitittilli.010440•1104-r)._ - ii Yes Li No 0 Yes 0 No DO war kaansHeidreliatt CMYMMernilitMsecicatilidtaIMMAMIleMbies Credits: crsecirewribebtosMitelecesentetil No. of Transactions: 0 0.10 0 11 - 20 0 21 • 50 0 Other: 0 - 6 RAM AnKiont (5): 0 so- $6.000 0 55,001 - 515,000 0 $15,001 - 550,000 o omen 525.001. $60,000 Type: 0 CS 0 maks 0 Atosunt Tests O Payroll 0 Direct Demi 0 Napes 0 talre Transient O 205 0 OS CASH Owas/Money Orders 0 ACM Dens: No. of Transactions 0 0.10 0 11 • 20 0 21 • 50 0 Other. 0 - 5 Toted Amount (5): 0 s0.54,000 0 55,001 - $15,000 0 $15,001 • $50,000 0 Ober: 51001. $5000 Type: O Cosh O Ceedle 0 Account Tsetse ID Pero 0 Bred Deposit 0 Menses O Me Twain O POS O OS Casr. Ceacksa.leney Orders 0 ACM Current Mir Jr.. L] No Accot.nt et Current . . See 0 No Reeetint a Account Title Aside ineleueon Aside Arany* tresturxo: W:rt I art. IS 1.-son Virtv: aura s. Olascr drna.e rlses), tsal. vets me HOER CONFIDENTIAL GA SONY_GM_00013124 CONFIDENTIAL FirstBankPR000287 Erl'A_00123767 EFTA01268971 8 Additional Authorized Signers omplete the following information for • signet) Authorized Signer Name: JEANNE BRENNAN Physical (Homo) Address: 6L 10 CABRETA POINT Conn* Thlr Occupation: CONTROLLER Personal Mailing Address: 6501 RED HOOK PLZ STE 201 0 Yes OFACIPLC ST THOMAS. VI 00802-0000 ST THOMAS, VI 00802-1305 Place cA Berth US Photo 'tont ficaton T & Number PASSPQRT eats Fa Nwelmi- Mobile Marrow Email Address Identillcalian Ea:Proton Date 05/162018 0 CHEXSYSTEMS PIN Resoonse• Year 0 BANK REFERENCEremate 0 Yos0 No. Now wri: !blames:1f Clain of.r. explain liampasito Authorized Signer Name: Physical (Home) Address: Wain& Occupation: ACCOUNTANT Personal Mailing Address: 6100 RED HOOK QUARTER 83 BodesL Hew aST RaIMMINKIL Pholo Idellactreo Tye B luirrober: DRIVER'S In MPG( BIM: I Place of BHT 05006101)56 US Mole Number ST THOMAS. VI 00802-0000 Dumas Telephone Weber Ems Address: idienkt o%OrISsion 0 YES OFACIPLC CHEXSYSTEMS , croslolna Nenesixerbic Van MS. NAPM REFERENCE. na4ae3400. 0 Ye° Na explein why: bores: Authorized Signer Nemo: Physical (Home) Address: Occupation: Personal Mailing Address Como* TIBK Sods Security Plosnbee: Dale of Eletc Pisa el Nam Telephone Number: Business Telpher.* NurttraC —linellillCbolO ediW•caoon Noe 8 wooer: 0 OFACIPLC Motile Wear brat Address kleoolcaton Ettarairon Dale: K CHEXSYSTEMS . marlin why: SIONFKMIXOSIK van MIS n - INOR O II NCReFERENCESmillid.❑Yet0 No. Wein KKK. ONICellek Authorized Signer Name: Physical (Home) Address: Sods Seolly Number 0 OFACIPLC Neatness Tallow Number Maio Iclantificatron Type & Nunes: °caulker Personal Wag Address: Piece of ark Molls Emelt Expire .. 0 CHEXSYSTEMS explalia gen0800M/CISCI O Pia arnalffiliti 0 MOO Hs. *Klein why: ! Rewoon- 9. Sales Referrals Maccoant Card Sanaa Cradi Card Oven:tart Lava LIM of Pail e•FIntBank (ntermaa) First Fax Payroll InlarAtrotir Omit asti Morecerreni Plight OSPOSIXy OMr menigenem Review. Date NA2M-2 sac I5$ rears con owl* la 31 CONFIDENTIAL SDNY_GM_00013125 CONFIDENTIAL ArstBankPR000288 Erl'A_00123768 EFTA01268972 First Bank Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Existing Account Humber Name: Jiffrey Oats ar Binh: fi Cilizenehip: USA Ple/Meel Addrese: Little Saint James Wand Si. Thomas, USVI 00002 Account Number whl h b ancMtl ro the Signer Lest Name: Epstein Place el DIME NY Sosial Security. Home Peons: Omer. Meting Adenine: 6100 Rol Hock Quarter 03 St. Thomas, VI 00802 Ham of Employment Rends! Must Company Occupation: Firsirdel COneultent Work Mors Email: ... . .. . . ID , Type 2nd __DrYrers License Number Employment edema: 6100 Red Hook Quarter B3 SI. Thomas, VI 00802 Canby USA JSVI Espirito 811800/AVYJ 10602614 1/20/2015 2. Irit Recurrent Sourer Anil lucerne: O Own Burins O Pres* O oov•mmat O Other. wooly O SO Di -150.001 350.001 - 3150.000 O 1150.001- $250.030 g Over 1250.003 • Yee mom lieu MA an; Cc? IN: bbeigoestens tie *of ffilkoreurierecOvir risk ere hrhh' MO^ 0 re ekan Oohs e Mat. ogrece Clectietaxbv, Fct frOVRAIS Cr &Wes Cocskten1 Si I49 RtA • WM maser b Coms Own mecrizelbn from me Cement Disielevit814 Littson s mare/ A Meese *Netter the dente a nonresident Men (NAICS*100CCO) ttlicee tsisethei the Monteith:talent Men. MAKS 1=00) C ;Paces sheths, the clent le misled le en officer d. knee bovernment end Naosruint Bte type et rellies4She (NACS t4CCC00i 4. Verification System- For use only as Contingency Plan rf CHEY ' 1-M was cuffed Name of the Representative whO attended your call. Response to Sob' Socunty: Year SUM' Response on Industry Behavior. Response °n .Its. S. Account Oct-n no Authorization Yet No 0 O 0 O 0 Other: Approved Brian Boodhoo Mrs Comments, if apperabie: Intim/weed by: Tare Bowers Num isitaame04111 K Dinkel S fr/210 office hO 11W2011 ass CONFIDENTIAL CONFIDENTIAL FirstBankPRO00289 SONY_GM_000 13126 EFTA_O011 23769 EFTA01268973 II First Bank Customer Due uiligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Existing Account Number . .... .. Account Numb gner 1 Authorized Signer Information Name. Harty Date of Bids cifirtrihtp. USA etrysicei Address: Shah Place of mat Lest Name: Beller Placa of rimer, cam or l'EiR Assottielee _ Occupations 4, CCM; Ow Work Phone Emelt NY Plane Phone: S alOttar. Sig Address: 6100 Red Hook Guars/ 83 St. Thomas. N 00802 • • . Security Itintiloyaliele Addams: Xkl East et Street Now York. NY 10065 ID ter* - Nome Country Expiration IIMIIX/TYYY) 1st Passport 2nd Drivers l/CenSe Recurrent Source: Annual Income: USA 10/4/14 NY 00,09119 O own &mimes S Payee 0 Goveramera Q abet. SPXOY O SO 01 -550.001 N :so . si *coo K siso.om. uso.coo K CIA( $25C 000 . ark wooed yesidA salCortryryibeim twereens call WI be owsieseedNilietent erste orona nreheaniesitin.'n fte it.: tient CAKete.cvdeco, Fur %Ana.* &*w tomorre. No Riot • VIM mew: Cis sa In &tont.; It,, the tundra Cepartren.SSA Motet sewed A. indicate yawner t caw m a roman abet (NNCS INCOPSO) B. Ital. ?nether me twit! Is • resident then (NAICS QOM) C Mass *tether the cleat a Salad to ar *Box of aorieremant and deozrent doe bee of rebtlertRip 14ACS INOW00) 4. Vent cation System. For Imo only as Contingency Plait if CHEXSYSIEM was called YOO No 0 O 0 O SI Nemo of the Reprerentetwe who elle odor' your call Response to Social Security Year: Reaponse on Induttry Reliayitc. Reeponse on IC t. Account Opening Authorization Approved Bran Boocho0 Nene Comments, It apoiecable: Into/viewed by: . . Toro Bowers NNIC5.13064410 Mao SpNbS elb irk ,LNds DATE: /0/3111/ K Denied t 7 5 - Offlati No if /2- 41 . Dole i0431/2011 Sir*" .. . CONFIDENTIAL CONFIDENTIAL FirstBankPRO00290 SDNY_GM_000 13127 EFTA_00 123770 EFTA01268974 1 First Bank Customer Due L..igence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts Existirg Account Number Account Hum le Signer I Autnurned Signer lisfoneation Nam., Je Date of Birth: Citizenship: USA Physical Addles: 6L1pcmbitta Point St Thomas, USIA OD802 Mee' Placed Birth: Place of Employment Finance] Trust Compisyy___ Occupation' CPA Work Phone: Email: NaeltfilCht..12,Mall.corn if) Type tai Posspol :no Voters Registneton ECM Recurrent Source: Annual Income: Lost lame: °rennin NY Socbt Security Home Phone: Other: Wiling Mita 6.501.Red Hook Pima See 201 ettikernde, wen 00002 Bomber 1 Employmem Address: . 6100 Red Nook Quarter B3 St,lbomss V100802 Country Expiration (10130/Yrft) USA USVI C Orin Business 0 Rae O ElOvernallin K WS- specify O so ci -$50.001 0 693.00a .1150.000 O $150.001. $250.000 O Oar 1250.000 eat Mass, fit:aeon • Yee mows nes to•A ant Nee Nosing onto's, re did col be award IV tawsem istatedelte eststs.V. Y. te Da :1 ()wish:Go:4mm IncintheS a &Otos Cossinnides HO Ask Wee wart ir Cis yen Pan tothialreke rem ire anyarrre Orcelowtata bi,00n • utqapni A Inlicate vitelher The Cent it a nonresident elect (NAICSIP100C00) tl trclicase women the cant b a resident Men: (IMGSS200000) C Ince:ate wheeler the den( is misled lo en officer of a foamy goverrreere and document ale type ci ndasktene. (NAICSUBBCO0) Yes No O 0 O 0 O 0 4. Verification System. For use only as Contingency Plan if CHEYSYS rEM was tolled Name of the Representative who attended your call. Response to Soots' Security: Year: Response on Industry Behavior. Response oat: 5 Account ()pun ig Aun.cnzation El Approved Beat Soda= Nese Comments, If applicable: State: Orhor Interviewed by: Tare Bowers Name lat•Sa3C010II0 Denied Ofear;r10 -S ak &- vS- 'a Sem be p; tor tr-c :741 M M •' b DATE: CONFIDENTIAL First8ankPR000291 SDNY_GM_00013128 CONFIDENTIAL EFTA_00123771 EFTA01268975 1 First Bank lbeether we ere one MEMO To: Sandra Jackson- Robles, Branch Manager East End Plaza From: Brian 800dhoo, Platinum Banking Manager Tutu Plaza Da: January 28, 2013 Re: Branch Collection Worksheet Thomas World Air U.0 is one of several accounts belonging to our top Platinum client Mr. Jeffery Epstein. The company keeps an average balance of $50K with Platinum Banking. The company was supposed to be placed on account analysis via FACIL from October 2012. This processed was not completed via FACIL thus the client incurred service charges for the months of November 2012 and December 2012. I am requesting the services charge fees to be added back to the dient. Manager, Platinum Banking CLOSED DATE: L CONFIDENTIA FirstBankPRO00292 SDNY_GM_000 13129 CONFIDENTIAL EFTA_DO 123772 EFTA01268976 Together we are OM OBSERVATIONS AT PLACE OF BUSINESS ...... Account Title THOMAS WORLD AIR, LLC !Watt 14;:j1:; If ' Data Time ' November 28, 2011 2:4Opm Address Vielled 8501 Red Hoc* Quarters 83 St Thomas, VI 00802 TYPE Of Business Accepting Mud-Party Clods O CaffEOWPIene Dealefely i O EN:Minim (Wholesale) O Financial habitation K Garnbin9larring (> 20% ci burets acteity) O Gas Strom titlift1 Estimated Square tortnetepace occupied 900 1:1 VAN! rime Spent tee Contact Name 10 mins Jeanne Brennen .. Speak., Type ! 0 Pernaly Office I O Secondary Location (bandy Olkeymetssiserelc) ▪ Has Band Bower • ImportEapart O treat Bus/less O Investment Management Company O JemetytencoMetels O Morey Managemeai O Nan4)arth Finertuai Atit1•43011 hunter of Employees on Promisee 4 Describe Customer Traffic (of acdvity observed during visa) None. Client does not have customers CI Potions investment Convey O EtOCk Brditernie • TektOrrmunicatkintrinone Cards/Paone Center O Travel Main' O DWI Car Sees a Other ,MpeaSernete Oct:mare Pa. ot Spa* O owned LEI Rented O RanteceLeaseo Office Sue (with a shale MOM) Inventory VSMItierrifiliti If Yes, daunt* imsneug: General office etivemeet DesoftteibUeiness min suppliers and customers base: O Suppliers none C Customer Sass none. O Sublet K Concession O Na-Commercial (McmdAparbrent) O bNMess pale Cate a Whoa C Comes O Met Dates D China* peso a doecdpeon of are cuokeers primary trade area desert* the prowlnilly of the ol the baker printery trick ens to Sidon to the Bark branch where the account k domicile. Client is located across the Street from branch of *abort c OAT' : 9. 4IL.r r use bUefrietl> is nit beardh you TirkOtOtace (i e Customer lumen Pros ark open to account in Hato Rey Boman Me Bare Office opening are account must indicated dye meek, Imereeirq the account at Branch. and *try MS expLananon ROMS bustness sense WA I Whit Weit Irenextei barratillent Yee uncle? I O Wigan& O ACH Mee Nom 4,O45440420M Pap Ida CONFIDENTIAL SONY_GM_00013130 CONFIDENTIAL EFTA 0[)123773 EFTA01268977 INTERNATIONAL WIRE TRANSFER ACTIVITY ia°20102 0 Daly . Tra No of O-10 011.20 021-50 SO ormore nsaelleet CI TOM Amount 0 " 'UWE° 0 "MOM • "00.000 0 36CO.SOlor more COMM. 7 0 _ 0 O 0 0 Weekly 0 likebity • 0 Da.y PM of ❑3_10 CI 11- 20 0 21 - 50 0 SO or more Tea ',senior's Teta: K Sc Szbogo 0 saw - 3500.030 0 ssoo.oal or more Amur( Countries 0 0 Weakly 0 MOMS* 0 0 Does the business have privately owned ATMs located sl the prengem? 0 Yee 0 No fes. mehrio n.entero ATMs in Atl le.snets 'Caters and daily O weekly 0 image el [MN de ported. Describe total sties of the businisse? $0 Describe the business operation? Thomas Air Worldwide ts a company established for the sole purpose of managing en Airplane Hanger yThich slaw an aircraft owned by Jeffrey Epstein. They company oversees payments and ell other management tunDIOnS d the hanger with the exception of mantenanCe x Describe the Withal enecIpated volumea Caverien None Did Your observations spas with TOW expectertIons Oa type et onethowr -1311,11- 0NO Explain: Simple management of company Other NINON ob•SIWkin or Informedon: Conr7luslons imeencimionbitiOn: BeS4nOSS e operating at:cording to tne maim of bunion ili:HITt4:11. . DISALI.1110ORMATION FOR Gerona: Total Number of gee memo) Toth Weber of *atoms prep(*)': ass Staton(s)Los.nere Mita O ReqUt51 con of to reppeot gas Mime FgeloneW): Convenience Store: 0 Yes 0 Na It hvo or more describe locedone: Convenience Store Sheens hours: Electronic Lottery (PR UaorPega $) 0 Yee 0 No I Yes. vies velure*: _ 0 Daily 0 Weekly UNLESS CHECKED BELOW. I PERSONALLY PHYSICALLY CONDUCTED THE ABOVE DESCRIED PLACE OF BUSINESS VLSrT THE INFORMkTiON PROVIDED IS AN ACCURATED AND COMPLETE REPRESENTATION OF MY OBSERVATION AT THE PHYSICAL VISIT. K Ms is e Hen Based Susanne or • profession*, motes Osepany (to at serecee, eceoureng. ken preporation and myna se 1)• No physical ma was conduHed . No Idelerial Wilormation has been wafthekl from the report. My misrepresentation ed rIoeneton cook, be firOufels for corrective seem inducting demean k 2,„ Kau November n wit FIRST 8AAIPC WIC E (Signeta end Slaw) Darr NtOIS.2461-0207R c;:...v 'a; DATC6t-tE)ENTIAL CONFIDENTIAL FirsteankPRO00294 Peartst2 SONY_GM_00013131 EFTA_00123774 EFTA01268978 severally with 3nOthr or anon abS0l0te fY contngont. secured a unsecured. matured a amazed (al of vela are tweaks collate% cad 'Cbti2ationsi can any and air moneys, sautes ant any and ati other properly of Company as the proceeds thereof. now a hereafter actuary a construe:way held a received by or in IIWM n any meat( b a Gan Bank. ifs COrrefiffinderdS a agents from a fa Company, whoa fa safekeeping. embody, dodge, tramerrission. collection a otherwise owning into the possession of flank in any way. 8. In case of coned % dawns a dispute, a doubt on Bales part as to tin vafdity, exlent modification, imacificn or exercise of any of the authaltres herein contend, Bank may. but need not recognize nor grit any elect to any notice from any Manager or Member of Company. a from any cher person purporting to cancel, restrict or change any of sad authorises. a the exercise hereof. unless Banks required to do so by he judgment dense a order °faecal hanrigiunsdictron of the subpd maker and of the pates to such oalliang Mains a deputes. 9 Company agrees to be baud by the Terms and emotions for Buaness Account and Services. currentfy in effect and as amended heroaffa, as wok as any signature care *cat ticket checkbook, passbook. state rent of amount, receipt instrument document a other agreements such as, but not knifed b. funds transfer agreement, dawned a made available to Company from Bak and by at notices posted at the office of Bank a *ha the amount of Company a manhood, in each case with the sane effect as t each and every tam hereof were set fat In ful herein and mate a part hereof. 10. Subject 13 paragraph 10 above. al the foremast atrial fies shall remain in full force and tined until revoked or knifed by mitten notice to Bank provided that such nonce stall not be effective era respect to any revocation a rnodfcation of sad authonas Let Bank shall have had a reasonable opportunity lo ad therein and in no meat prior to the receipt a the payment of mooed or the %Para' °Moth dated on of prior lo the dale of sure notate, but presented to Bank after raw of such notes and Bank is hereby authorized at at fines to rely upon the last notice. celdcation or ccarnunicabon received bylines to the persons who from 'me to time may to signawies of Compay, or tor respective specimen sonatinas ander as to any airier Company man. ad Bank shall be held harmless in sal react. 11. The Mangers. Members. and Officers el Germany, or any one or more of them ale hereby autionzed to ad for Company in al other maws and transactions relating b any of es business hit Bank including. but not limited to, to execution and delivery of any agreements a contracts necessary to Sled the foregoro Resobtions, 12. Company hereby represents and warrants that none of be auttiona herein contoned are contrary to on inansistent with any other agreements among Members of Company. or betseen Company and other pates. 13. Bare is hereby released from any inability and shall be indernnted aganst any kiss. liability a expense wing from knee% the Agreement 14. The %newe(s) bekrer is/are the signarore(s) of the haager(a), if Company is manager-managed. me signalure(s) of the Member% if Company a rremter-managed, or the signaure(s) of the Officer(s) if Company S governed by a board of treaters. NOTE: In case the Mager, Member, or Officer is authorized Very laity yaws to sign by the above provisions, this Agreement should- be signed by a second Manatee, Watt, Mows Wald LLC Many olC0Wn/ BB keel Efail it Peter 6100 Red Hook gusher 83 Adore catilnaltethnotall111.1 8r Wane Eirenren lareceterffilder Tie CLOS DATE: _.1 CONFIDENTIAL SD NY_GM_000 13132 CONFIDENTIAL F rst Ban kPR000295 EFTA_00123775 EFTA01268979 "Air* 'inn 'Ova nomsun of Armaank Purl° The. ATE 14 311 Bank Virgin Islands Limited Liability Company Authorization and Indemnity Agreement For Telephone/Telex/Facsimile/Written Instructions &exit:align The undersigned hereby requests and autertzes Firsdiank (the Sank') to accept and act upon any instructed* Onstructicnal adhered by telephone or tdex or rink., or facsimile transmission given or PrOoraidlY given by a person or persons authortzed lo transit* business with the Bank as *Own on the resolution or other evidence a advice of authority from time to trne in.:tined in the records of the Bank 2. teglitibiettef. Birk The undersigned accepts the risk that instruttons may be given by en unauthorized person and agrees that the Bank will have no liabny or rosponsalty for acting ki accontlarbo wilt any Instructions. whether or rot genuine or duly authorized. The Banff shall have ro 'WIN g reeParability for any Msunderdt.andrigs arising our of any lelephOne Insthictons. 3. Security Pi:oceans The security procedure agreed upon for ware the authenticity of Instructions is a call back to any of the fotisrilng bdlMn s. ~et or not such Odividual has Waited any such transfer. (The Bank mornmends that the persons designated below should nce be persons who generally p3SU0 Instructions. Whenever possible, the Be* we endeavor to cal someone other ten the Weird the imfructions.) Name and Title Jeanne. Brannan, Marifkler HarryBellet Accantard Telephone Number (nauda °puny/Area Code) AlternatIvett at the Banks option, the cal back may be made to any person designated on the Signature cards or any other account docurnentabon on fie with the Bank for the undasigned's accounts as authorized to issue Instructions or remise tra-eact business on such account. in addition to cal back, the parties myna Mat for imbued* retcncd by barna° buriSTrasion. or in wiling, the Bank nil determine whether the instructkes purport to bear the signature of any individual who is designated on the anent signature cards a odor arratre document:aeon on tie with the Bank for the undersigned's accoot(s) as slalomed to issue Intouctons of °Maul.% transact tueiness on such accounts The security procedures and other tarn specified ki this Agreement also apply to amendments and cancellations of Instructions, It is understood that these security procedures are designed to verify the authenticity. and not the correctness. of Instructions. The Bank may, at its option, record (electronicatty or otherwise) any call back made pi/store to this Agreement, any Instructens other instructions given by telephone and any other telephoner discussions relating to Instructions. The undersigned agrees that its rights and duties and those of the Wink hereunder shall be governed by the teens of be Bank's Masora Terms and Conatons (as may be amended ban erne to tang) applicable to the undeusipthets accounts at the Bank The undersigned agrees that the security procedures sot forth herein constitute a convnercialy reasonable method or prorittie security against unauthorized Instructions. The undersigned agrees to be bound by any Inslruc6co, whether a not authorized, issued in the undersigned's name anti accepted by the Bank In comptante with the roam prOgetbie set kith hereon and the kridersigned agrees be l .Mn.. oty and hold the Bare harmless from any lose suttee:I or liability internal by the Bank in. or arising from the Bank's execution of Instructions believed by the Bar* in good lath to have been given (or sena:Into case of any lac sae transmission) by a person authorized as Onnaded above. Provided the Bat-Shea complied with such scarify procedure. 4. Bonk May Decline to NA, It is understood that the Bank NW have no cabman en execute any instmcroon midis end unti such instructen si verified n accordance With the sectrty prowkres sad forth herein. and the undersigned wi inckinely tiro hold the Bark harmless from any loss suffered or lonely Mourns/ by the Bank in refranlng torn procreate as Instruction after all reasonable efforts lo verily such instruction in accordance with this agreement have failed or n delartig the execution of an Imbed:en until Sari verifiCatnn is obtained. upon note to the undersigned. the Bank may also. at t option. refuse lo execute any Instruction or pail thereof fa any other reason without Wining any responsibility for any lots Lability or expense arising cut of such refusal. S. triderryilty. The undersigrked agrees to ndertnify the Bank, it's affiliates subadianes and thew directors. officers. regfeSentativeS and agents on demand for all losses, rlains. &images or expenses (including legal fees and disbursements) which it or any of therm may suffer or incur on connection at the Agreement. inducing. but not limited to. actng or refusing to act on any Telephone or Telex or FaaiimIle a Written Instructon, whether or not gamine or duty authorized. 6. Ote continued Issuance of Transfer Instructions following our receipt execution and return of this letter to the bank veil constitute our agreement to the scanty procedures and other burns specified herein. Account Holders: BY: antis it,osIclat Cures CLOSED MUM Eyelet Member Name and TM* CONFIDENTIAL CONFIDENTIAL FirstBankPR000296 SDNY_GM_00013133 EFTA_00123776 EFTA01268980 1 First Bank Virgin Islands We the undersigned Members, Managers, a Mere of Limited Liability Company Resolutions For Telephone/ Telex/Facsimile/Written Instructions Jeffrey Epetein-mem bet Jeanne Brennan- manaker A company duty organized and existing under the iaws of Held at Si Thomas IT WAS RESOLVED US. Virgin Wands on the o"l day of October , 20 11 a That the company Issue in favor of FirstBank (the 'Bank') a Limited Liability Company Authorization and indemnity Agreement For Telephone/Telex/FacsimaerWritten Instructions in the form required by the Bank, a copy of such form having been presented to and approved by the Members. Managers, or Officers. 2. That Jeanne Brennan Mana9er 0 and / .Jeffrey_cpsteln , Member Olrerreve ku Tie) O or n/ (Print &ow Me) be authorized to execute the sad Authorization and Indemnity Agreement hi favor of the Bank. IN WITNESS WHEREOF, I have hereunto set my hand as MernberthlanagterOffcer of the Limited Liability Company this aY ift day of October .20 _11 _ • Salad One Frage* Wc., istaros Is& &bean or Fnrilanic Marto Rico CONFIDENTIAL Wine and nee ' .101‘‘:tai) dON IDENTIAL FirstBankPR000297 SDNY_GM_000 13134 EFTA_00123777 EFTA01268981 Bank NAME AND ADDRESS MAINTENANCE FORM (RM) Branch: 717 Account Prepalei TB r /frifi, Entered Date 11/4/2011 Date d an RIlib I Date 0 PERSONAL OR COMMERCIAL 0 TBA NAICS CODE (If apPlY) 561110 Select: 0 NA ST K AM 0 XS K RE K TC O Other: New Legal TRIG: Connector Code: Charge NAICS Coda "s Name: Addrosel: Address 2: City: Home Phone: Alt. Phone: Contact Prof.: E-mail Address: State: Work Phone: Zip Code: Extension: Alt Phone Type: Pager ID. Time: Citizen: Social Security: Birth Date: Pnmrey iD. ..._._ ___ Origin: ID Number: Secondary ID: . . Origin: ID Number Gender: ... .___. Languor: HOMO Owners: Off/ Employee: Marital Status: Spouse Information: Nuns: Customer Romance: Birth Date: Exp. Dew: Employer: Employee Since: Address: City: Employer Phone: Employment Status: Occupation: Stab: Zip Code: Annual Greet NI4/434,43.050OR DATE: C CONFIDENTIAL NTIAL FirstBankPR000298 SDNY_GM_00013135 EFTA 00123778 EFTA01268982 Thomas World Air.Air. L. Operating Agreement Page 5 income, gain, loss or deduction for such year or period, determined by the Company's accountants in accordance with Code Section 703(a), with the following adjustments: (1) Al] income or gain of the Company that is exempt from Federal income tax and not otherwise taken into account in computing Profit and Loss pursuant to this subparagraph 7(a) shall be added to such taxable income, gain, loss or deduction. (2) Any expenditure of the Company described in Code Section 705(aX2)(B) or treated as an expenditure described in such Section and not otherwise taken into account in computing Profit and Loss pursuant to this paragraph 7 shall be subtracted from such taxable income, gain, loss or deduction. (B) Except as otherwise set forth in subparagraph 7(C) hereof the distributive shares of each item of Profit, Loss, deduction, credit or basis of the Company for any Company Accounting Year or other period shall be allocated to the Members, pro rata, in proportion to their respective Percentage Interests. (C) The Members, with the review and concurrence of the Company's accountants, may allocate taxable income, gain, loss, credit and deduction (or items thereof) arising in any Company Accounting Year in a manner other than as provided in subparagraph 7(B) hereof if, and to the extent that, the allocations otherwise provided under this paragraph 7 would not be permissible under Code Sections 704(b) and/or 704(c). Any allocation made pursuant to, and in accordance with, this subparagraph 7(C) shall be deemed to be a complete substitute for the allocation otherwise provided in subparagraph 7(B) hereof, and no amendment of this Agreement or approval of any Member shall be required with respect thereto, and each Member shall, for all purposes and in all respects, be deemed to have approved any such reasonable allocation. (D) If a Company Interest is transferred or assigned during a Company Accounting Year, that part of any item of Profit, Loss, income, gain, deduction, credit, basis or tax incidents allocated pursuant to this paragraph 7 with respect to the Company interest so transferred shall, in the reasonable discretion of the Members, be allocated between the transferor and the transferee in proportion to the number of days in such Company Accounting Year during which each owned such Company Interest, as disclosed by the Company books and records. 8. Distribution of Net Cash Flow . Except to the extent that Net Cash Flow shall be distributed upon termination of the Company pursuant to subparagraph 14(B) hereof, the Net Cash Flow of the Company shall be paid or distributed annually during each Company Accounting Year (or more or less frequently if the Members deem it advisable) to the Members, pro rata, in proportion to their respective Percentage Interests. 9. Legal Title to Company Assets. Legal title to the Company Assets shall be held in the name of the Company, or in any other manner which the Members determine to be in the best interest of the Company. Without limiting the foregoing grant of authority, the Members may cause the Company to take and hold title, or arrange to have title taken and held in the name of others, as trustees or nominees for and on behalf of the Company. CONFIDENTIAL CON F I DiltriAL SDNY_GM_000 13136 FirstBankPR000299 EFTA_00123779 EFTA01268983 Thomas World Air, Li Op.. ming Agreement Page 6 10. Manamment (A) The business and affairs of the Company shall be managed by its Manager or Managers. Except for situations in which the approval of the Members is expressly required by this Operating Agreement or by nonwaivable provisions of applicable law, the Manager shall have full and complete authority, power and discretion to manage and control 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. At any time when there is more than one Manager, any one Manager may take any action permitted to be taken by the Managers, unless the approval of more than one of the Managers is expressly required pursuant to this Operating Agreement or the Act. (B) Number, Tenure and Qualifications. The Company shall initially have one (1) Manager. The number of Managers of the Company may be changed from time to time by the affirmative vote of Members holding at least a majority interest. In no instance shall there be less than one Manager. Each Manager shall hold office until he or she resigns or is removed pursuant to Section 10(K). Managers shall be appointed by the affirmative vote of Members holding at least a majority interest. Managers need not be residents of the Virgin Islands or Members of the Company. (C) Certain Powers of Manager. Without limiting the generality of Section 10(A), and subject to the provisions of Section 10(B), the Manager shall have power and authority, on behalf of the Company: (1) Upon the affirmative vote of Members holding at least a majority interest, to acquire property from any Person as the Manager may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager from dealing with that Person. (2) Upon the affirmative vote of Members holding at least a majority interest, to borrow money for the Company from banks, other lending institutions, the Managers, Members, or Affiliates of the Managers or Members on such terms as the Members deem appropriate, and in connection with such borrowing, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager. (3) To purchase liability and other insurance to protect the Company's property and business. (4) To hold and own any Company real and personal property in the name of the Company. CONFIDENTIAL CONFIDEIWPAL SDNY_GM_000 13137 FirstBankPR000300 EFTA_00 123780 EFTA01268984 Thomas World Air, 11 6, -. ating Agreement Page 7 (5) To invest, in the name and for the benefit of the Company, any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments. (6) To execute on behalf of the Company instruments and documents, including, without limitation: (a) instruments and documents having a value of $2,000.00 or less, including but not limited to checks, drafts, notes, and other negotiable instruments; (b) mortgages or deeds of trust, security agreements, financing statements; (c) documents providing for the acquisition, mortgage, or disposition of the Company's property, including without limitation, quitclaim or warranty deeds; (d) assignments; (e) bills of sale; (f) leases; (g) partnership agreements; (h) agreements granting or accepting easements, including agreements assuming duties or obligations related thereto; (i) operating agreements of other limited liability companies; and (j) any other instruments or documents necessary, in the reasonable opinion of the Manager, to the ordinary conduct of the business of the Company. Any transaction having a value acceding $2,000.00 shall require the written approval of a majority of the Members' percentage interests. (7) To employ accountants, legal counsel, surveyors, appraisers, realtors, managing agents or other experts to perform services for the Company and to compensate them from Company funds. (8) Except as otherwise provided in this Agreement, to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve. (9) To do and perform all other acts as may be necessary or appropriate to the ordinary conduct of the Company's business. (D) Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any pthpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence. (E) Limitations on Authority. Notwithstanding any other provision of this Operating Agreement, the Manager shall not cause or commit the Company to do any of the following without the express written consent of the Members holding a majority interest in the Company: (1) Incur an expense or invest capital exceeding $2,000.00 for any single transaction, CONFIDENTIAL CONFIDENVAL SDNY_GM_000 13138 FirstBankPR000301 EFTA 00123781 EFTA01268985 Thomas World Air, L. Ope„,atingAgreeme-nt Page 8 (2) Sell or otherwise dispose of any Company real property, (3) Mortgage, pledge, or grant a security interest (collectively 'pledge") in any property of the Company, (4) Incur or refinance any indebtedness for money borrowed by the Company, whether secured or unsecured and including any indebtedness for money borrowed from a Member it after such mortgage, pledge or grant, the aggregate indebtedness of the Company would exceed $2,000.00. (5) Incur any liability or make any single expenditure or series of related expenditures in an amount exceeding $2,000.00. (6) Construct any capital improvements, repairs, alterations or changes involving any amount in excess of $2,000.00. (7) Lend money to or guarantee or become surety for the obligation of any person. (8) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy in excess of $2,000.00. (9) Enter into any agreement regarding an easement for the benefit of or upon real property owned by the Company. (F) Liability for Certain Acts. The Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, intentional breach of this Operating Agreement or a wrongful taking by the Manager. (G) Managers and Members have No Exclusive Duty to Company. The Manager shall not be required to manage the Company as such Manager's sole and exclusive function and such manager (and any Manager or Member) may have other business interests and may engage in other activities in addition to those relating to the Company. (H) Bank Accounts. The Manager may from time to time open bank accounts in the name of the Company, and each Manager shall be a sole signatory on such accounts, unless the Manager, or the Members by majority vote, determine otherwise. (I) Indemnity of the Manager, Employees and Other Agents. The Company shall indemnify the Manager and make advances for expenses to the maximum extent permitted under the Act, except to the extent the claim for which indemnification is sought results from an act of fraud, deceit, gross negligence, willful misconduct, intentional breach of this Operating Agreement or a wrongful taking by the Manager. CONFIDENTIAL CONFIDElat SDNY_GM_000 13139 FirstBankPR000302 EFTA (()123782 EFTA01268986 Thomas World Air, L Wing Agreement Page 9 The Company shall indemnify its employees and other agents who are not Managers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by Members owning a majority interest. Notwithstanding any other provision of this Operating Agreement, no Manager shall be liable to any Member or the Company with respect to any act performed or neglected to be performed in good faith and in a manner which such Manager believed to be necessary or appropriate in connection with the ordinary and proper conduct of the Company's business or the preservation of its property, and consistent with the provisions of this Operating Agreement. The Company shall indemnify the Manager for and hold him harmless from any liability, whether civil or criminal, and any loss, damage, or expense, including reasonable attorneys' fees, incurred in connection with the ordinary and proper conduct of the Company's business and the preservation of its business and property, or by reason of the fact that such person is or was a Manager; provided the Manager to be indemnified acted in good faith and in a manner such Manager believed to be consistent with the provisions of this Operating Agreement; and provided further that with respect to any criminal action or proceeding, the Manager to be indemnified had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that indemnification is not available. The obligation of the Company to indemnify any Manager under this Operating Agreement shall be satisfied out of Company assets only, , and if the assets of the Company are insufficient to satisfy its obligation to indemnify any Manager, such Manager shall not be entitled to contribution from any Member. (J) Resignation. Any Manager of the Company may resign at any time by giving written notice to all Members of the Company. The resignation of any Manager shall take effect upon receipt of notice of such resignation or at such later time as shall be specified in such notice; and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Member's rights as an equity owner. (K) Removal. At a meeting called expressly for that purpose, or by consent of the Members in writing, all or any lesser number of Managers may be removed at any time, with or without cause, by the affirmative vote of Members holding Voting Interests which, taken together, exceed 50% of the aggregate of all Voting Interests other than Voting Interests of the Manager. The removal of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. (L) Vacancies. Any vacancy occurring for any reason in the number of Managers of the Company shall be filled by the affirmative vote of Members holding a majority interest (determined without regard to any voting interest owned by a Manager who was removed pursuant to the previous subsection during the preceding 24 month period.) Any Manager's position to be filled by reason of an increase in the number of Managers shall be filled by affirmative vote of Members holding a majority interest. (M) Right to Rely on the Manager. Any Person dealing with the Company may rely (without the duty of further inquiry) upon a certificate signed by any Manager as to: CONFIDENTIAL CON F I DE Nitik SDNY_GM_00013140 FirstBankPR000303 EFTA_00 123783 EFTA01268987 Thomas World Air, L. O. wing Agreement Page 10 (1) The identity of any Manager or Member; (2) The existence or nonexistence of any fact or facts which constitute a condition precedent to acts on behalf of the Company by any Manager or which are in any other manner germane to the affairs of the Company, (3) The Persons who are authorized to execute and deliver any instrument or document of the Company, or (4) Any act or failure to act by the Company or any other matter whatsoever involving the Company or any Member's interest therein. (N) Notwithstanding the provisions of subparagraph 10(A) hereof, it is understood and agreed that the following actions and/or decisions with respect to the management of the Company shall require the unanimous written consent of the Members: (I) the transfer, assignment or other disposition of any Company Assets in trust foi the benefit of creditors; (2) Amendment of this Operating Agreement; (3) The filing of bankruptcy or similar reorganization; (4) The sale of all or substantially all of the Company's assets. 11. Books and Records. (A) The Company shall keep its books and records at its principal office or at such other or additional offices (within or without the United States Virgin Islands) as the Members shall deem advisable. (B) All decisions with respect to accounting matters, except as otherwise specifically set forth herein, shall be made by the Members. (C) The Company may make all elections for Federal income tax purposes upon the unanimous decision of the Members. 12. Assignability of Company Interests. The sale, assignment, transfer, conveyance or other encumbrance of any Company Interest shall be permitted only upon unanimous vote of the Members. 13. Cessation of Membership. In the event of the death, resignation, retirement, withdrawal, expulsion, complete liquidation or dissolution or adjudication of bankruptcy or a Member, (except a member holding title to his or her interests as a tenant by the entireties) or other event specified under Virgin Islands law as a an event effecting a member's dissociation, (a "Cessation Event"), such Member (the "Withdrawing Member") shall cease to be a Member in the Company, and; in such event, the Members CONFIDENTIAL CON F I DE KtiviAt SDNY_GM_00013141 FirstBankFR000304 EFTA 00123784 EFTA01268988 Thomas World Air, E Or._. ating Agreement Page 11 other than the Withdrawing Member (collectively, the "Continuing Members"), for a period of ninety (90) days after the date of the Cessation Event, shall have the option (but shall not be obligated) to purchase (pro rata, in proportion to their respective Percentage Interests, unless they agree upon another proportion) all (but not less than all) of the Company Interest of the Withdrawing Member (the "Option Interest"). If fewer than all Continuing Members elect to exercise this option, those exercising the option shall be entitled to purchase the Withdrawing Member's share. 14. pissolution and Termination of Company. (A) The Company shall be dissolved, the Company Assets shall be disposed of, and its affairs wound up, upon the occurrence of the earliest of the following events: (1) the occurrence of a Cessation Event; provided, however, that, if, within ninety (90) days after the occurrence of such Cessation Event, the remaining Members unanimously elect to continue the Company and the Company business, then (A) the Company shall not be dissolved, (B) the company and the Company business shall be continued, and (C) this Agreement shall be amended to reflect such continuation; (2) the unanimous written consent of the Members of the Company, or (3) the expirittion of the Tam: or (4) the entry of a decree of judicial dissolution under the Act. (B) The Company shall terminate when all the Company Assets have been disposed of (except for any liquid assets not so disposed of), and the net proceeds therefrom, as well as any other liquid assets of the Company, shall, unless otherwise required by the Act, be distributed as follows: (i) first, to the creditors of the Company for the payment or due provisions for the liabilities of the Company (including loans, if any, to the Company from Members), and (ii) second, to the Members, pro rata, in accordance with their respective positive Capital Account balances (after the allocation of all items of income, gain, loss, credit and deduction (or items thereof) under and pursuant to paragraph 7 hereof). 15. Indemnification of Organizers or Members. (A) To the extent not inconsistent with the laws and public policies of the United States Virgin Islands, the Company shall indemnify, defend and hold harmless any organizer of the Company and any Member (and any affiliate thereof) from and against any and all claims, demands, liabilities, costs, damages and causes of action, of any nature whatsoever, arising out of or incidental to the organization and/or management of the Company's affairs, except where the claim at issue is based on fraud, gross negligence or willful misconduct. CONFIDENTIAL /4340 CONFIDENTIAL SDNY_GM_000 13142 FirstBankPR000305 EFTA_00 123785 EFTA01268989 Thomas World Air, L sting Agreement Page 12 (B) The indemnification authorized by this paragraph 15 Own include, but not be limited to, payment of (i) reasonable attorneys' fees or other expenses incurred in connection with settlement or in any finally-adjudicated legal proceeding, and (ii) the removal of any liens affecting any property of the indemnitee. 16. Miscellaneous Provisions. (A) The Members hereby agreed to execute and deliver all documents, provide all information and take or refrain from all such action as may be reasonably necessary or appropriate to achieve the purposes of this Agreement and the Articles. (B) All notices provided for herein shall be in writing, hand delivered, with receipt therefor, or sent by certified or registered mail, return receipt requested, and first- class postage prepaid, or by overnight courier, to the address of the Member as shown in Exhibit A, unless notice of a change of address is given to the Company pursuant to the provisions of this subparagraph 16(B). Any notice which is required to be given within a stated period of time shall be considered timely if delivered or postmarked before midnight of the last day of such period. Any notice made hereunder shall be deemed effective for all purposes and in all respects when sent (or given) to any Member at the address set forth in Exhibit A hereof, or at such other address specified by a Member for which notice has been received by the Company in accordance with this subparagraph 16(B). (C) This Agreement and the rights of the parties hereunder will be governed by, interpreted and enforced in accordance with the laws of the United States Virgin Islands, without regard to principles of conflicts of laws. (D) This Agreement shall inure to the benefit of and bind the parties hereto, their respective estates, heirs, personal or legal representatives and (subject to the provisions of this Agreement relating to transferability) assigns. (E) Unless the context clearly indicates otherwise, where appropriate the singular shall include the plural and the masculine shall include the feminine or neuter, and vice versa, to the extent necessary to give the terms defined herein and/or the terms otherwise used in this Agreement their proper meanings. The term parties hereto includes the undersigned and all subsequent signatories hereof. (F) This Agreement and Exhibit A attached hereto and the Articles set forth all (and are intended by all parties hereto to be an integration of all) of the promises, agreements, conditions, understandings, warranties and representations among the parties hereto with reby..kt to the Company, the Companys business and the Company Assets, and there are no promises, agreements, conditions, understandings, warranties or representations, oral or written, express or implied, except as set forth herein. (G) If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be filly severable; this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full. CONFIDENTIAL CONFIDENTle DNY_GM_000 13143 FirstBankPR000306 EFTA 00123786 EFTA01268990 Thomas World Aird ating Agreement Page 13 force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement (H) This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns, subject to the express provisions herein relating to successors and assigns, and no other person or entity will have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise. (I) The terms "bankruptcy" and "bankrupt," and derivations thereof, shall be deemed to refer not only to an adjudication of bankruptcy under the Federal Bankruptcy Report Act of 1978, but also to an adjudication of insolvency under any state or local insolvency statute or procedure. (J) All amendments to this Agreement will be in writing and signed by all the Members. (K) All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. (L) This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement as of the date first above written. CONFIDENTIAL SDNY_GM_000 13144 CONFIDENTIAL FirstBankPR000307 EFTA 00123787 EFTA01268991 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -O- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 OFFICE OF THE LIEUTENANT GOVERNOR CERTIFICATE OF EXISTENCE To Whom These Presents Shall Come: I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands, do hereby certify: That THOMAS WORLD AIR, LLC filed Articles of Organization with the Office of the Lieutenant Governor on September 19, 2008 and the Company is duly organized under the laws of the United States Virgin Islands; That the duration of this Limited Liability Company is unlimited: That the company has paid all applicable fees to date; and That Articles of Termination have not been filed by the company. -/3r/r4 9 In Witness Whereof, I have hereunto set my hand and affix the seal of the Government of the United States Virgin Islands, at Charlotte Amalie, this 16th day of September, A.D. 2011. R. FRANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL SDNY_GM_000 13145 CONFIDENTIAL FirstBankPR000308 EFTA_00 123788 EFTA01268992 Egl ipeDEPARTMENT OF THE TusAsurr nuJINIERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 11-01-2011 ,ification Number: Form: SS-4 Number of this notice: CP 575 G THOMAS WORLD AIR LLC JEFFREY EPSTEIN SOLE MBR 6100 RED HOOK QUARTER B3 ST THOMAS, VI 00802 For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (BIN). We assigned you KIN 66-0774563. This BIN 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 vary important that you use your EIN and complete name and address exactly as shown above. My 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 teats and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Cidtporation. 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 forme and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT RHIUNDERS: • Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. • Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. • Refer to this BIN on your tax-related correspondence and documents. If you have questions about your KIN, 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_00013146 CONFIDENTIAL FirstBankPR000309 EFTA_00123789 EFTA01268993 Thomas World Air, 1 0, sting Agreement Page 14 THOMAS WORLD AIR, LLC OPERATING AGREEMENT Exhibit A Member Jeffrey E. Epstein Capital Contribution hgemit 100% 143STfr CONFIDENTIAL SDNY_GM_000 13147 CONFIDENTIAL FirstBankPR00031 0 EFTA_00 I 23790 EFTA01268994 Thomas World Air, LLC 6100 Red Hook Quarter B3 St. Thomas USVI 00802 October 31, 2011 Mr. Brian Boodhoo Platinum Banking Division First Bank St. Thomas USVI 00802 Dear Mr. Boodhoo, Please be advised that we are authorizing First Bank to establish a checking account titled Thomas World Air, ttC. This bank account will be used to pay expense for maintenance and storage of personal aircraft. Sincerely, Jeanne Brennan Manager /2/3/At CONFIDENTIAL SONYGM_00013148 CONFIDENTIAL FirstBankPR000311 EFTA _00123791 EFTA01268995 or AU rcesurts ID Verification OFAC Result. rage t or I OFAC CHECK: PASSED Captured Data .. _ Name: Jeanne Brennan Street Address: Street Address (cont.): City: State: Zip/Postal Code: Country of Residence: United States Account Number: Print This Page - one 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 KRA. 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). https://production.penleyinc.com/penley/secure/OfacReportDetail.do?Printrnode=Print&oid=14776... 11/2/2011 SDNY_GM_000 13149 CONFIDENTIAL FirstBankPR000312 EFTA_00 123792 CONFIDENTIAL EFTA01268996 tlr xeswts rage I of I ID Verification OFAC Result. OFAC CHECK: PASSED Captured Data Name: Many Beller Street Address: Street Address (cont.): City: State: zip/Postal Code: Country of Residence: United States Account Number: Print This Page - clew 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). cpb htflos://productiulLPellleY CONFIDENTIAL FirstBankPR000313 inc"itentani reiniKITALPrilltA°idVaVeNta _00414011 EFTA_00123793 EFTA01268997 AXSUILS rage L Or ID Verification OFAC Result. OFAC CHECK: PASSED Captured Data Name: Jeffrey Epstein Street Address: Street Address (cont.): City: State: Zip/Postal Code: Country of Residence: United States Account Number: F Print This Page - Clam 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). a https://production.penleyinc.com/penle isec5rei/C 1<facReportnetaiLdol rintmode=prinktoid=W76 rap" FIDEN IAL CONFIDENTIAL FirstBankPR000314 EF1'A_00123794 EFTA01268998 itt. IWNUI LS rage oi CONFIDENTIAL ID Verification OFAC Result. , OFAC CHECK: PASSED Captured Data Name: Jeffrey Epstein Street Address: Street Address (cont.): City: State: Zip/postal Code: I Country of Residence: United States Account Number: •— . Print This Page - 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). yA /.2-/3/M d Y3/121220 " https://production.penleyinc.com/penle /sedsre/OfacReportDetail.do?Printmode=printecoid=shiN7y74m1000 NFIDENTIAL FirstBankPR000315 EFTA (H)123795 EFTA01268999 Or AL, ttesuits ID Verification OFAC Result. rage OFAC CHECK: PASSED Captured Data - _ Name: Thomas World Air, LLC Street Address: Street Address (cont.): City: State: Zip/Postal Code: Country of Residence: United States Account Number: Print This Page - 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 a printed in connection with making a pre-approved firm offer of credit (prescreen). https://production.penleyinc.cora/penley/secure/OfacReportDetaiLdeprintmode—print&oid=14776... 11/2J2011 CONFIDENTIAL SDNY_GM_00013153 CONFIDENTIAL FirstBankPR000316 EFTA_00 123796 EFTA01269000 yuaur lac kivrtt.) rage i or 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) THOMAS WORLD AIR LLC Fed Tax ID 8203 LINDBERG BAY SUITE 3 ST THOMAS, VI 00802 Non FCRA Identification Information Federal Tax Id & Business Name Match : No ChexSystems® History No Closures Found No Purchased Debt Found No Previous Inquiries Found Inquiry ID 512803371 Reference Detail Transaction Tracking ID: Print This Page - Close 1320337296940:9747:UXAP302P_Z1: /2/3/n51---- https://production.penleyinc.com/penley/secure/chexSystcmsBusincssReport.do?rePortTyp... 11/3/2011 SDNY_GM_00013154 CONFIDENTIAL CONFIDENTIAL FirstBankPR000317 EFTA_001 23797 EFTA01269001 DUSILICSS V efIlleallUll mesons • rage i of 2 CONFIDENTIAL Business Verification Results for THOMAS WORLD AIR, LLC RESULTS SUMMARY OFAC CHECK: PASSED IDV RESPONSE: OVERRIDE EIN: FAIL Input EIN: NAME MATCH: FAILED Input Name: THOMAS WORLD AIR, LLC Dif. Info: THOMAS ELECTRONICS Olt Info: ST THOMAS AIR SERVICES INC ()If. Info: THOMAS REL ADDRESS MATCH: FAILED Input Address: 8203 LINDBERG BAY SUITE #3 ST THOMAS VI 00802 Dif. Info: 2A HODGES ST ST THOMAS VI 00802 Dif. Info: 9 ESTATE BOVONI ST THOMAS VI 00802 Dif. Info: 2A HODGES ST ST THOMAS VI 00801 Alternative Verifications PHONE MATCH: Input Phone: No verification data given DI?. Info: Dif. Info: Additional Actions taken: * Note - Please con! irra the Rol. - — Override Comments: On 11/03/11 at 11:21:30 Eudean Vidal Added: Incorrect - SSN CLIENTS EIN NUMBER WAS VERIFIED ON DOCUMENT FROM IRS -----1W-1-4, -. Account Status: OPENED IftbitflitiNse - laws https://production.penleyine.com/penley/secure/VBEReportDetail.do?modc—print&oid-10... 11/3/2011 CONFIDENTIAL SDNY_GM_00013155 FirstBankPR000318 EFTA_00123798 EFTA01269002 oustness v enncation Kestuts rage z. or t 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 (KRA) or the Gramm Leach Bliley Act (GU3A); 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 arm offer of credit (prescreen). el? 42/3017+- https://production.penleyinc.com/penley/seeureNBERePortDetaiLdo?mode=printezoid=10... 11/3/2011 SDNY_GM_000 13156 CONFIDENTIAL CONFIDENTIAL FirstBankPR000319 EFTA 00123799 EFTA01269003 yufuirrac kiNts1/44 rage i of z 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 Repelling Act (FCRA) or the Gramm leach Bliley Act (GUM); or is being used in connection with account review as provided for undez.rie FCRA. The data contained in this report may be viewed or printed for no other purpose. Information returned in Con9 er Report services may not be viewed or printed in connection with making a pre-approved firm offer of credit (prescreen). Consumer Information Response Consumer Information (As Entered) HARRY SELLER LIME SAINT JAMES ISLAND ST THOMAS, VI 00802 Country of Residence: United States Account Actions Action: REVIEW serum DOB: DLO: 6213679340 DL State: NY Non FCRA Identification Information SSN Validation: BECAME AVAILABLE FOR ISSUANCE IN 1972 IN NY SSN:Y DL Format: VALID DRIVERS LICENSE FORMAT ChexSystems. History Total Closures: 0 Total Purchased Debt: 0 Disputed: 0 Disputed: 0 Paid: 0 Paid: 0 Unpaid: 0 Unpaid: 0 Partially Paid: 0 Partially Paid: Sold: 0 Sold: 0 Retail: NOTE • THERE IS NO RETAIL INDICATOR Closure Details No Closures Found Purchased Debt Details No Purchased Debt Found Inquiry Details Total Number of Inquiries: 3 Number of Inquiring Fre: 3 nquiry Date (Consumer Name nquirsr Name 3/29/2011 [0 RRY BELLER BADELL UNITED BANK https://production.penleyine.com/penley/secure/chexSystemsPersonReport.do?reportType... 11/3/2011 SONY_GM_000 13157 CONFIDENTIAL CONFIDENTIAL FirstBankPR000320 EFTA 00123800 EFTA01269004 QualiFile (NAG) rage 2 or 2 1 11/10/2009 hARRY BELLER rIRSTBANK 10/03/2009 ARRY BELLER IRSTSANK Inquiry 1 of 3 Inquiry Date: 03/29/2011 Inquiry ID INQUIRY PERFORMED BY SABADELL UNITED BANK DORAL OFFICE #004 3275 NW 87TH AVENUE MIAMI, FL 33172 CONSUMER INQUIRED UPON HARRY BELLER 12 GOLAR DR MONSEY, NY 10952-2845 Inquiry 2 of 3 Inquiry Date: 11/10/2009 Inquiry ID: 346500644 INQUIRY PERFORMED BY FIRSTBANK #732 YACHT HAVEN OFFICE 5318 YACHT HAVEN GRANDE ST THOMAS, VI 00802 CONSUMER INQUIRED UPON HARRY BELLER 12 GOLAR DR MONSEY, NY 10952-2845 Inquiry 3 of 3 Inquiry Date: 10/03/2009 Inquiry ID: 338982658 INQUIRY PERFORMED BY FIRSTBANK #150 PORT OF SALES P. O. BOX 9148 SANTURCE, PR 00908 Inquiry ID 512807827 Reference Detail D•bit Bureau Reference*: Transaction Tracking ID: Print This Page - Close MER INQUIRED UPON HARRY BELLER 12 GOLAR DR MONSEY, NY 10952-2845 https://production.penleyinc.com/pcnley/secure/chexSystemsPersonReportdo?reportType... 11/3/2011 SDNY_GM_000 13158 CONFIDENTIAL CONFIDENTIAL FirstBankPR000321 EFTA_00123801 EFTA01269005 venncauon Kesuits ID Verification Results for HARRY BELLER rage i or e. RESULTS SUMMARY OFAC CHECK: PASSED IDV RESPONSE: OVERRIDE Notice - There are multiple names associated with this SSN. This could be due to different spellings, legal name changes, or identity fraud. If you deem necessary, you may note additional documentation SSN: PASSED Issued between 1972 and 1974 In NY. Input SSN NAME MATCH: PASSED Input Name: HARRY BELLER I ADDRESS MATCH: FAILED Input Address: LITTLE SAINT JAMES ISLAND ST THOMAS VI 00802 Dif. Info: 12 GOLAR DR MONSEY NY 10952 Dif. Info: 1112 AVENUE V BROOKLYN NY 11223 Dif. Info: E 1396 17TH ST BROOKLYN NY 11230 DATE OF BIRTH MATCH: PASSED Input Date of Birth: Alternative Verifications HOME PHONE MATCH: Input Ho • erification Data Given Dlr. Info: DIV. Info: 0/47, - LICENSE MATCH: No Data Available Input License Number: DECEASED: NO i Account Status: OPENED j Override Comments: On 11/03/11 at 11:34:42 Eudean Vidal Added: Incorrect - SSN EXISTING SIGNER ON BUSINESS ACCOUNT- haps://production.penleyinc.com/penley/secure/fastWatchRePortDetaiLdo?mode=print&oi... 11/3/2011 SDNY_GM_000 13159 CONFIDENTIAL CONFIDENTIAL FirstBankPR000322 EFTA_00 123802 EFTA01269006 to vvriucauun ABSUILS rage z or z Print This Pau. - Cline 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). https://production.penleyinc.conn/penley/secure/fastWatehReportDetaiLdo?modeprintecoi... 11/3/2011 SDNY_GM_000 13160 CONFIDENTIAL CONFIDENTIAL FirstBankPR000323 EFTA 00123803 EFTA01269007 Thomas World Air, LLC 6100 Red Hook Quarter B3 St. Thomas USVI 00802 October 31, 2011 Mr. Brian Boodhoo Platinum Banking Division First Bank St. Thomas USVI 00802 Dear Mr. Boodhoo, Please be advised that we are authorizing First Bank to establish a checking account titled Thomas World Air, LLC. This bank account will be used to pay expense for maintenance and storage of personal aircraft. Sincerely, (4 ,4.4•WP-g- Jeanne Brennan Manager / 2/- g/7"- - CONFIDENTIAL SDNY_GM_00013161 CONFIDENTIAL FirstBankPR000324 EFTA 00123804 EFTA01269008 to W-9 'Rev. October 2007) Dewitt's,: of V* Trout"( kiln Revenue Savor Request for Taxpayer Identification Number and Certification Name ( mown cntour keens tat nave ▪ Thomas World Air, LLC auekhraa wry If cureirent from tee g 5L 't I 2 Give form to the requester. Do not send to the IRS, Chia acomortate bow O inolvklueirSoe promber O Corpora= O nartninieri O Untied lietrity company. Enter trio tax clemplilost (Dediseepred way. Cecorporsion. Nee/twerp) a O cear(...mmeno Address freenber. van se apt or suite no.) 8100 Rad Hook Quarter B3 City, stele. and ZIP code St. Thomas, VI 00802 Lot wcount nunber(a) here (options) o pt Requesters mine ens address (optional) Taxpayer Identification Number (11N) Enter your TN In the appropriate box. The TIN provided must match the name given on Une 1 to weld backup withholding. For individuals. this is your social security number (SSN). However. Smarmiest alien, sole proprietor, or disregarded entity, see the Pert I Instructions on page 3. For other wee's, k Is your employer identification number (EIN). If you do not have a number, see How to get a 77N on page 3. Sweet away ewes or ( Nobs a the account is in more than one name. see the chart on pegs 4 for guidelines on whose employer Ideriellemion number number to enter. Part II Certification Under penalties of perjury. I certify that 1. The number shown on this form Is my correct taxpayer Identification number (or I am waiting for a number to be issued to me). and 2. lam not subject to backup wahholteng because: Whim exempt from backup vAthhokling. or (b) I have not been noufied by the Interns Revenue SWAP) (IRS) thane= subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS hie notified me that I am no kingly subject to backup wilhholdin9. and 3. I an a U.S. citizen or other U.S. person (defined below). Certfleatkin Instructions. You must aoss out item 2 above if you have been rooked by the IRS that you are currently subject to backup withholding because you have failed to report ell Interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property. canceladon of debt, contributions to an individual retirement arrangement (IRA), and generally. payrnents other than Interest and dividend& you we not required to sign the Certircation, but you must provide your correct TIN. See the instrucdOns on page 4. &CM Here US. person a tcwie General Instructions Section references we to the Internal Revenue Code unless otherwise noted. --Jr "'co". Dew la Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example. income paid to you, real estate transactions, mortgage Interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contnbutions you made to an IRA. Use Form W-9 only if you we a U.S. person (including a resident alien), to provide your correct 71N to the person requesting it (the requester) and, Mien applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding. or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. It applicable, you we also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign par here' shore of effectively connected income. Note If a requester gives you a form other than Form W-9 to request your 71N, you must use the requester's form if it is substantially similar to this Form W-9. Dieflriltion of a US. parson. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States. • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are gettetally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Fenn W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you we a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on you► share of partnership Income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its alocable share of net income from the partnership conducting a trade or business in the United States is in the following cases. • The U.S. owner of a disregarded entity and not the entity. CONFIDENTIAL Cat No. 10231X Fain W-9 paw 1.40.1) CONFIDENT ( 24/ SDNY_GM_000 13162 FirstBankPR000325 EFTA_00123805 EFTA01269009 • I ERRITOILY OF 'Mr. I WI \I I.'. 1 WI .1 \ !SI \\ 1>\ %Rufus op<mh if r 1/4 110R1I1 tilt. I i.( tint L \l/ERSI4 iN119 (WC \ it ! 1 (••:muu a Irn.hd ~L.I'lliit' uMIq.Jr. 'otter lin' Kla • Z ;In 1•1.1. tii• • i. :I::..111, I .Ile 1 I. ( i. tr.% ij esI Vaansin ',her, li..• \Rill Its Ill I Mt \ NI/ S I It r‘ I. • vor,Not :deep I INS 1: I.. It..; the I t:;• t ar MOM \? \\)M 9 UK. I IA Sht( INI) l'itr.b.al 441 III.litekt •.i de•tplateet ntli•N• 11: NI•ti• 91:4/ l• •N` I:t titjv I I et•.t.% I ' Si • 1/4. mid uhlit••• 0 : I. :cric:‘,I.iderir hi , ...I% ttil I ii••.‘" I> I 1/4 :11`• 1 • .01‘01, . t•tilif•C & I I :I•• t NI. II • :lie'. , 41,4)2 IIIRD it.law.• !Int OP..% • ! • 1 ol Inp.iIt • • l.t. o ••• I lb.+ • ot I \ I 3 it,- •thtitittwa ammo •1! •• it !he 4.1.c.v4t.., %silt cattcs• 1/4 ireir Hitt% O16 • lot 111411 1,..11- ;• • 1.::•inica SIXTH R. NI.f.w.r:t MAI if.. i I tun- rai la•ItIk • ti' •• •.•:. •A I IP' t .1.11144 :41 l 'er•l1141•. V •: the 111:1114.: Dalt e!. 24 , i'1.O1%••••. t I ;It i.•..i•1•1•••:!:. Si i ili•IIIA• I SI:\ ICS -I II \14•:1'•41. td cinnp.'i J1; : .11 :" c•;?;•••I‘ . " 7 IITt witi•IN . thy 47.17.1. t ;it!. 1.10r7:.;ANI GOVEMUS CONFIDENTIAL SONY_GM_OOO13163 CONFIDENTIAL FirstBankPR000326 EFTA_00123806 EFTA01269010 • / irginte: ,:.,m ey nom, t. .Al ft. t/ V. I IA gel " . . . ••• ' t.le• 'I•f ••:.le•• ,.I'S, • I 1414 • I lit. I t• kl .1 %. I I itt 1. it rit I I RR' . .•4‘t W. \ ISI III :Lc I lei •tt .fhp. • -:. It . . 10. 11.1e% p Igr p. elhaA,- 2"'‘V ' 11 \'• ::; (II p.c ./ :••• o l • tkitAit ‘,•A4 Mat Bald Hedge gy Canasion &pita: April 20, V12 Unlattolt CONFIDENTIAL Ci I! :t.:.• .•. (N. I i t . /2/31/I-71 SDNY_GM_000 13164 CONFIDENTIAL FirstBankPR000327 EFTA 00123807 EFTA01269011 THOMAS WORLD AIL LLC OPERATING AGREEMENT THIS OPERATING AGREEMENT (the "Agreement") of THOMAS WORLD AIR, LW (the "Compapx") is made and entered into, effective for all purposes and in all respects as of the ra.)"2 day of tv‘t.Yea , 2010, ( the "Effective Date"), by the undersigned parties. WHEREAS, a limited liability company has been formed under the name THOMAS WORLD AIR, LLC for the purposes set forth in Paragraph 4 hereof, pursuant to the United States Virgin Islands Uniform Limited Liability Company Act (Title 13 of the Virgin Islands Code, Chapter 15, § 1101 et seq. (1998)), as amended (the Act"), and other applicable laws of the United States Virgin Islands; and WHEREAS, the undersigned for himself and any other persons who may become members of the Company in accordance with the terms of this Agreement and the Act (hereinafter referred to as a -Member" or 'Members"), desires by this Agreement to set forth certain provisions regarding the Company's capitalization, operation, management and profit and loss allocation, among other things. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be bound, hereby covenant and agree as follows: I . Definitions . (A) "Act" shall mean the United States Virgin Islands Uniform Limited Liability Company Act (Title 13 of the Virgin Islands Cod; Chapter 15, § 1101 et seq. (1998)), as the same may be amended from time to time. (B) "Agreement" shall mean this Operating Agreement and Exhibit A attached hereto, as originally executed and as amended from time to time in writing. (C) "Capital Account" shall, with respect to each Member, mean and refer to the separate "book" account for such Member to be established and maintained in all events in the manner provided under, and in accordance with, Treasury Regulation § 1.704- 1 (bX2)(iv), as amended, and in accordance with the other provisions of Treasury Regulation § 1.704-1 (b) that must be complied with in order for the Capital Accounts to be determined and maintained in accordance with the provisions of Treasury Regulation §1.704-1(b)(2Xiv). In furtherance of and consistent with the foregoing, a Member's Capital Account shall include generally, without limitation, the Capital Contribution of a Member (as of any particular date), (i) increased by the Member's distributive share of profits, income and gain of the Company (including, if such date is not the close of the Company Accounting Year, the distributive share of profits, income and gain of the Company for the period from the close of the last Company Accounting Year to such date), and (ii) decreased by the Member's distributive share of losses and deductions of the Company and distributions by the Company to such Member (including, if such date is not the close of the Company Accounting Year, the distributive share of losses and CONFIDENTIAL ably CONFIDENTIAL SDNY_GM_000 13165 FirstBankPR000328 EFTA 00123808 EFTA01269012 Thomas World Air, Gt.-rating Agreement Page 2 deductions of the Company and distributions by the Company during the period from the close of the last Company Accounting Year to such date). For purposes of the foregoing, distributions of property shall result in a decrease in a Member's Capital Account equal to the agreed fair market value of such property distributed (less the amount of indebtedness, if any, of the Company which is assumed by such Member and/or the amount of indebtedness, if any, to which such property is subject, as of the date of distribution) by the Company to such Member. (D) "Capital Contribution" or "Capital Contributions" shall mean and refer to the amount of cash, and/or the agreed fair market value of property (less the amount of indebtedness, if any, of such Member which is assumed by the Company and/or the amount of indebtedness, if any, to which such property is subject, as of the date of contribution, without regard to the provisions of Code Section 7701(g)), actually contributed by a Member to the capital of the Company, as well as any additional contributions actually made pursuant to this Agreement, including, but not limited to, any amounts paid by a Member (except to the extent indemnification is made by another Member) in respect of any claims, liabilities or obligations against the Company and/or pursuant to any guaranty of Company indebtedness or otherwise by such Member. (E) "Code" shall mean the Internal Revenue Code of 1986, as amended. All references herein to Sections of the Code shall include any corresponding provision or provisions of succeeding law. (F) "Company" shall refer to THOMAS WORLD AIR, LLC. (G) "Company Accounting Year" shall mean and refer to the accounting year of the Company, ending December 31 of each year. (H) "Company Assets," at any particular time, shall mean and refer to the Company Property (as hereinafter defined) and any other assets or property (tangible or intangible, choate or inchoate, fixed or contingent) of the Company. (I) "Company Interest" shall mean and refer to the entire ownership interest of a Member in the Company at any particular time, including the right of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement and under the Act, together with the obligations of such Member to comply with all of the terms and provisions of this Agreement and the Act. (J) "Company Property" shall mean and refer to all real estate and personal property owned by the Company, together with all rights, privileges, interests, easements, improvements, hereditaments and appurtenances now or hereafter belonging or appertaining thereto. (K) "Exhibit A" shall mean and refer to the original Exhibit A to this Agreement, relating to the names, addresses and Percentage Interests of the Members. (L) "Member" or "Members" shall mean and refer to those persons and/or entities designated as such on Exhibit A attached hereto, either individually or collectively, who are the equity owners of the Company. CONFIDENTIAL SDNY_GM_000 13166 FirstBankPR000329 EFTA 00123809 CONFIDENTIAL EFTA01269013 Thomas World Air, L. Operating Agreement Page 3 (M) "Net Cash Flow" of the Company shall mean all cash receipts of the Company on hand from time to time (including, without limitation, the proceeds of any loans, gross sales proceeds and the cash Capital Contributions of the Members), less the total cash disbursements of the company (including, without limitation, operating expenses and capital expenditures of the Company and repayments of any loans, including those from any Member(s)), and less any working capital cash reserve(s) which the Members deem nernsary for the efficient conduct of the Company. (N) "Percentage Interest" of a Member shall mean the percentage participation in the Company of such Member as set forth opposite the name of such Member under the column "Percentage Interest" in Exhibit A attached hereto, as such percentage may be adjusted from time to time pursuant to the terms hereof. (O) "Substitute Member" shall mean any person or entity who or which is admitted as a Member of the Company pursuant to Paragraph 12 hereof. (P) "Term" shall mean and refer to the period of time that the Company shall continue in existence, which shall commence as of the Effective Date of its formation and be of unlimited duration. (Q) "Manager" shall mean one or more managers. Specifically, -Manager shall mean Jeanne Brennan or any other person or persons who succeed her in that capacity. References to the Manager in the singular or as him, her, it, itself, or other like references shall also, where the context so requires, be deemed to include the plural or the masculine or feminine reference, as the case may be. 2. Name of Company. The name of the Company shall be 'THOMAS WORLD AIR, LLC". 3. Formation of Company. The sole Member caused to be organized and formed a limited liability company under the laws of the United States Virgin Islands by the filing of the Articles of Organization of the Company (the "Articles") pursuant to the Act (on behalf of the Members and any Substitute Member(s)). This Agreement is subject to, and governed by, the Act and the Articles which were filed with the Office of the Lieutenant Governor, Corporate Division. In the event of a direct conflict between the provisions of this Agreement and either the mandatory provisions of the Act or the Articles, such mandatory provisions of the Act or the Articles, as the case may be, shall be controlling. 4. Company Purpose. The general purposes of the Company are to acquire, own, hold, develop, construct, lease, manage, operate and/or, if and when nenccary or appropriate, sell or otherwise dispose of the Company Property (or any portion thereof), whether located in the U.S. Virgin Islands or elsewhere, and other real and personal property of any kind or nature and to engage in any and all activities incidental or related to the foregoing or otherwise engage in and do any act concerning any or all lawful businesses for which limited liability companies may be organized according to the Act. CONFIDENTIAL SDNY_GM_000 13167 CONFIDENTIAL FirstBankPR000330 EFTA 00123810 EFTA01269014 Thomas World Air, L, Os aging Agreement Page 4 5 . Principal Office; Resident Agent. The principal office of the Company shall be located at 6100 Red Hook Quarter, Suite B-3, American Yacht Harbor, St. Thomas, Virgin Islands 00832. The mailing address for the Company shall be do Hodge & Francois, 1340 Taameberg, St. Thomas, VI 00802. The resident agent of the Company (the "Resident Agent") in the United States Virgin Islands for service of process shall be Denise Francois, who is a resident of the United States Virgin Islands, or such other person as may be designated by the Members. The address of the Resident Agent is Hodge & Francois, 1340 Taarneberg, St Thomas, Virgin Islands, 00802. 6. Capital Contributions. (A) Each Member shall contribute to the capital of the Company the amount set forth after the name of such Member in Exhibit A, and such Member shall receive appropriate credit to his or its Capital Account therefor. (B) In the event that, at any time, additional funds are required by the Company, the then existing Members, shall have the right (but not the obligation) to either contribute additional capital, or to cause the Company to borrow such required funds (the "Additional Funds"), with interest payable at then-prevailing rates, from commercial banks, savings and loans associations and/or other lending institutions or other persons (including Members). It is the present intent of the parties to contribute any additional capital required by the Company in equal shares. However, in the event that all the Members do not agree to contribute additional capital, or to cause the Company to borrow additional capital, then one or more but fewer than all authorized Members, if able and willing to contribute additional capital, may do so, in which event the capital accounts of the Members shall be adjusted to reflect the reallocation of ownership to conform to the total capital contributions of all Members, including the additional capital contributed hereunder. (C) No Member shall be required to make any Capital Contribution to the Company beyond the amounts set forth in this paragraph 6(A), except as may be agreed to by such Member in writing. Additional capital may be contributed to the Company, but only upon the written consent of all Members, except under the terms of the preceding paragraph. (D) No Member (in his or its capacity as a Member) shall be personally liable for losses, costs, expenses, liabilities or obligations of the Company in excess of his or its Capital Contributions required under this paragraph 6, without such Member's prior written consent 7. Allocation of Profit and Losses. (A) "Profit" and "Loss" shall, for purposes of this paragraph 7, mean, for each fiscal year of the Company or other period, an amount equal to the Company's taxable CONFIDENTIAL SDNY_GM_000 13168 CONFIDENTIAL FirstBankPR000331 EFTA_00123811 EFTA01269015 AFFIDAVIT RE NOT DOING BUSINESS I, Jeanne Brennan, being of lawful age and after having been duly sworn, state that 1. Jeffrey Epstein is and has been from the date of the filing of the Articles of Organization, a copy of which is attached hereto, the Sole Member of Thomas World Air , L.L.C. ("the Company"). 2. I am and have been since January 22, 2010, the Manager of the Company. 3. 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. 4. I hereby further confirm that the Company did not do business and does not intend to do business because it is a holding company, which was not and is not intended to be used for any type of business. 5. 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. 1% 6. The Company requires a bank account for the purpose of paying its expenses. 7. I have personal knowledge of the facts herein stated. IN WITNESS WHEREOF the parties have signed and sealed this agreement this I '5' day of K\TNntEIR, 2011 SUBSCRIBED AND SWORN to me this SC day of , 2011- Nittary Public NOTARY PUBLIC Name: Daphne Lanese Wallace My Commission Exp: January 6.2014• NP Commission I NP-00/-10 • St.ThomastSt. Job. USVI District CONFIDENTIAL SDNY_GM_000 13169 CONFIDENTIAL FirstBankPR000332 EFTA 00123512 EFTA01269016 First Bank Toge'he, we are one Document Checklist for Business Accounts File ',portant not.: pleas. refer to the Account Opening Procedure. for speak information on the various types of docume ts required M 'coast opealryg. rAccoum Tine: 1 ecmas 'AWO A r I.V.; Naas. Nan Dale °pissed: I U3/2O11 ' 'rave "o'es Gent Co.. r.. Amu Buena. Accounts ..... Da Din la rAth FOP ethinfles Accounts faalisl. I Oteervalthis at Fte:e a Business 1 OFAVPIC IS. manna vardcalar ..-••- I Downy" C..nerIPS for Business karts Fie ,.... AN:scoriae WS Fam Al nth U$ smicr,_ ..-- . 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