EFTA Document EFTA01282440

Deutsche Bank Private Wealth Management Limited Liability Company Account Authorization & Indemnity Account Number_ The undersigned hereby represents and warrants that he or she is the managing member in a limited liability company known Southern Arundel, LLC as hereinafter called the "Limited Liability Company" or "LLC," and hereby Mane ol Untiled larMtY ConiperWl authorizes Deutsche Bank Securities Inc. I referred to herein as 7013SI") to open a securities account for the Limited Liability Company, to be known as the Account. 3c ray C 1/4:14.4- C. l c (.4 eine is/are hereby appointed agent(s) and attomey(s)-in-fact of the Limited Liability Company (each an "Agent"). Each Agent is authorized to buy, sell (including short sales) and trade in stockS, bonds and any other securities, listed or unlisted. on margin.or otherwise, in said account in accordance with ()BSI's terms and conditions and at the LLC's risk. DBSI may conclusively assume that all actions taken and instructions given by each Agent have been properly taken or given pursuant to authority vested in each Agent by all of the members in the LLC. DBSI is authorized to follow the instructions of said Agent(s) in every respect concerning said account. and to make delivery of securities and payment of moneys to sad Agem(s) or as said Agent(s) may order and direct and to send said Agent(s) all reports, confirmations and statements relating to said account. Each Agent is hereby authorized to execute and deliver on behalf of the LLC a Customer Agreement, Stock Loan Agreement and any other agreement(s) or document(s) DBSI may require, and to act for the LLC in every respect concerning said account and to do all other things necessary or incidental to the conduct ,of said account. This authorization and indemnity is in addition to. and in no way limits or restricts, any rights which DBSI may have under any other agreement or agreements with the undersigned. or arty of them, now existing or hereafter entered into, and is binding on the undersigned and their legal reprnsentatives, successors and assigns. This authorization and indomnity is also a continuing one and shall remain in full force and effect and DBSI may continue to rely on this authorization until such time as it receives written notice of its termination. No such termination shall affect any liability arising out of any transaction initiated prior to such termination.. The LLC, and each of its members, agrees (I) to indemnify and hold DBSI harmless from all costs, expenses (Including reasonable attorneys fees) and liability related to nr arising from disputes by or among ony of the mentbers with respect to said account and (ii) to pay on demand any debit balance in said account. Each of the undersigned agrees to advise 0851 in writing it he, she or any partner is, or becomes, an employee or member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock), the Financial Industry Regulatory Aothnrity, any broker-dealer, or is, or becoroos, a senior officer of any bank, savings and loan institution. insurance company, registered investment company, regisiered investment advisory firm or institution that purchases securities, or is, or becomes, a member of the immediate family of such a person. This authorization and indemnity shall inure to the benefit of 0851 and its successors in business, irrespective of nny change or changes of any kind in the personnel thereof for any cause whatsoever. The undersigned has read and agrees to the terms of the authorq and indemnity o -7,91413 Signature of Managing ember Date Jeffrey Epstein Print Name Deutsche Batik Securities inc., a subsidiary of Deutsche Bank AG. Conducts Investment baiting and securities activities In the United States. CONFIDENTIAL LL A 1111 06PW1.16188 01.4 25C (05/111 LLCA 006413.051811 SDNY_GM_00037931 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000755 EFTA_00 I 48540 EFTA01282440 OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LLC A U.S. Virgin Islands Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement`)' is made and entered into as of February 26, 2013, by Southern Trust Company, inc. (hereinafter referred to as "Sole Member"), with a business address is 6100 Red Hook Quarter; 133, St. Thomas, U.S. Virgin Islands 00802, and which hereby forms Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the "Company") pursuant to the U.S. Virgin Islands Uniform Limited Liability Company Act (the "Act") upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. formation. The Company has been organized as a U.S. Virgin Islands Limited Liability Company under and pursuant to the.U.S. Virgin Islands Limited Liability Company Act (the "AM") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on February 25, 2013, as required by the Act B. Name. The name of the Company shall be "Southern Financial, LLC". The Company upon proper notice and filing with the Office of the. Lieutenant Governor of the U.S. Virgin Islands may conduct its business under one or more assumed names. C. Purposes. The purpose of the Company is to operate any lawful business or to effectuate any purpose permitted by the law of the territory of the U.S. Virgin Islands. The Company shall have all the powers necessary or convenient to affect any purpose for which it is formed, including all powers granted by the Act. D. Duration. The Company shall continue in existence perpetually, beginning on the date of filing of the Articles, unless terminated by law or dissolved and terminated, E. rce and The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Business Basics VI, LLC, 9100 Port of Salo Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The Company's principal place of business is 6100 Red Hook Quarter, 133, St. Thomas, U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine. SECTION It CAPITAL, STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution by the Sole Member:Initial Issuance. The Sole Member's ownership rights in the Company shall be reflected in "Membership Units", as recorded in the Company's records. Upon the formation of the Company, the Sole Member shall make a capital contribution to the capital of the Company in the amount of cash, or of the property-in-kind, or both, SDNY_GM_00037932 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000756 EFTA_00148541 EFTA01282441 set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so subscribed and contributed for. The Sole Member. may make additional capital contributions at any time and in any amount that it may desire. B. Transfer of Membership _nits, The Sole Member may transfer any or all of its Membership Units to any person or persons, at any time and from time to time. Subject to the provisions of this Section, the Sole Member may assign its Membership Interest in the Company in whole or is part. The assignment of a Membership Interest does not itself entitle the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is only-entitled to receive, to the extent assigned, the distributions the assigning Sole Member would otherwise be entitled to, and such assignee shall only become an assignee of a Membership Interest and not a substituted member. An assignee of a membership interest shall be admitted as a substitute member and shall be entitled to all the rights and powers of the assignor only if all the members consent. If admitted, the substitute member, has to the extent assigned, all of the rights and powers, and is subject to all of the restriction's and liabilities of the members. C. No jqterest: No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a return of, a capital contribution or any portion thereof. SECTION III CAPITAL. ACCOUNT A. Capital AGgqu,4t• A capital account ("Capital Account") shall be maintained for the Sole Member, and any additional member in accordance with the provision of this Article. 1. ImeasojnCapital Acco nt. The Capital Account of the members shall be increased by: (a) The fair market value of the members' initial capital contribution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1(b)(2)(iv)(cl), (e), (0 and (g) and Section l.704-1(bX4)(1) shall be made. (h) The members' share of the increase in the tax basis of Company property, if any, arising put of therecapturc of any tax credit. (c) Allocations to the members of Profit. (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Sectiott 1.704-1(b)(2)(iv). 2 SDNY_GM_00037933 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000757 EFTA (()148542 EFTA01282442 (e) The amount of Company liabilities that are assumed by the members. 2. pecnascs in Capital Account. The Capital Account of the members shall be decreased by: (a) The amount of money distributed to the members by the Company purshant to any provision of this Agreement. (b) The fair market value of property distributed to the members by the Company (net of liabilities secured by such distributed property that such members are considered to assume or take subject to under Code Section 752). (c) Allocations to themei-fibers of Losses. (d) Allocations to the members of deductions, expenses, Nonrecourse Deductions and net losses allocated to it pursuant to this Agreement, and the members' share of Company expenditures which arc neither deductible nor properly chargeable to Capital Accounts under Code Section 705(a)(2)(8) or are treated as such expenditures under Treasury Regulation Section 1.704-1(bX2)(iv)(i). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (e) The amount of any liabilities of the members that are assumed by the Company. SECTION IV ALLOCATIONS AND DISTRIBUTIONS. A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses and other hems of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income; gain, loss, deduction, and credit recognized or allowable for Federal income tax puiposes shall be allocated and credited or charged to the Sole. Member. B. Thstributions. Net cash flow shall be distributed in the following priority, 1. First, to the Sole Member in repayment of any advance of funds to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if any; 2. Additional distributions, if any will be made to the Sole Member, in such amounts and at such times as determined by the Sole Member. 3 SDNY_GM_00037934 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000758 EFTA_00 148543 EFTA01282443 C. Pisnibution upon liquidation-tithe Company. 1. At the termination, of the Company and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash to the Sole Member and any dissociated members whose interests have not been previously redeemed first, in discharge of their respective capital interests; and then, in pmportion to the Membership Units. 2. If the Company lacks sufficient assets to make the distributions described in the foregoing paragraph, the Company will make distributions in proportion to the amount of the respective capital interest of the Sole Member and any dissociated members whose interests have net been previously redeemed. SECTION V IWANAGEMENT OF BUSINESS A. In Oenered. Tho Company shall be manager-managed. Jeffrey Epstein shall be the initial manager of the Company. The manager shall manage the business and affairs of the Company and shall have full and complete authority, power and discretion to do all things necessary or convenient to manage, control and carry but the business, affairs and properties of the Company, to make all decisions regarding those natters and to perform any and another acts or activities customary or incident to the management: f the Company's business. ofklestership (Ms. A Membership Unit is entitled to be voted only if it is owned by a member and each such Membership Unit shall be entitled to one vote. Neither an assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is admitted as a member. SECTION VI EXCULPATION OF LIABILITY: Immo inciatoN A. Excplpation of Pabiljty. Unless otherwise provided by law or expressly assumed, the. Sole Member shall not he personally liable for the acts, debts or liabilities of the Company. II. Indemnification, I. Except as otherwise provided in this Section, the ,Company shalt indemnity the manager of the Company and may indemnifY any employee or agent of the Company who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil,. criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the right of the Company, by reason of the fact that such perstm is or was a member, employee or agent of the Company against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if the person acted in good faith, with the cam an ordinarily prudent 4 SDNY_GM_00037935 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000759 EFTA_00148544 EFTA01282444 person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful. 2. To the extent that any manager, member, employee or agent of the Coinpany has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such' person shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. 3. Any indemnification permitted under this Section, unless ordered by a. court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the members who are not parties or threatened to be made parties to the action, suit or proceeding (except in the event that there arc no members other than the Sole Member, in which event the determination and evaluation shall be made by the Sole Member, regardless of whether or not Jeffrey Epstein is a party or threatened to he made a party to the. action, suit or proceeding). SECTION VII LIQUIDATION The Company shall be dissolved, and shall tenninete and wind up its affairs, upon the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section Ileadinp,s. The Section headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limiter describe the scope or intent.of any provision of this Agreement. B. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall' not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid ortutenforceable provisions were omitted. C. amendment. This Agreement may be amended or revoked at any time, in wilting, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in wilting and signed by the Sole Member. S SDNY_GM_00037936 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000760 EFTA_00148545 EFTA01282445 D. Eroding Eject. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. Governinsii...e. Regardless of the place where this Agreement may be executed by the Sole Member, the rights and obligations of the Sole Member, and any claims and disputcs relating thereto, shall be subject to and governed by, and construed and enforced in accords= with the laws of.the Territory of the U.S. Virgin Islands. IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year first written above. WITNESSETH: By: SOUTHERN TRUST COMPANY:7ga, Sole Member By: effrey E. Epstei itt 6 CONFIDENTIAL SDNY_GM_00037937 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000761 EFTA_00148546 EFTA01282446 ARTICLES OF ORGANIZATION OP SOUTHERN-FINANCIAL, Deir p .sr ki (k.jp1,. Nib :. • L. the timiersigned natural person of the age of aightteo years or more, acting as .otgariiver of a !MIR& liability company antler the. Uniform Limited Liability Company Act, Chapter 15, Title 13, Virgin islands Code ("Uniform Limited Liability Company Act'), .dei hereby adopt the following Articles of Organization for st.tchlirniteci inability cornpanr ARTICLE ONE NAME, ADDRESS. AND PRINCIPAL OFFICE. Name and Address 1. 11mila/tie and address of the limited liability cLanpany shall be &tattler° Financial, LLC Late "Company"), 9:00 Port. f Sale Mall, Suite 13. St. Thomas, US. Virgin islands 00802. The physical address.and mailing address Of the Company are the same. Principal Office 119 0 1.3 2. The principal office and permanent .address Akr the transaction of businelp °Film rprny 1 shull be the address slated in Paragraph ei these Articles as the physital 'atidrepsh the Company. cn • :44 rii • Resident Agent anti Office 7.3 1- 1, ci .3. The mailing address Of the Compel ty's.initiai designated office is 9100 Portd,ISaTe, maSkiite , t 15, St. Thomat, US: Virgin Islands CXl802. 4 rd.) The physical address of the Company's nItia. le:signaled office is 9100 Pen of. 'Sale Mall, Suite 15, St. Thomas, US. Virgin Islands 00802.. The name of its initial residentagentatauch attkMiNs.is Busin6.5 Basics \MAC The business address of the 'resident agent and the address of the. designated office are identical, ARTICLE TWO PURPOSE The purpose for which tare Company is oiganized to engage in.any and all lawful business for which a limited liability company may be organized under the Uniform Limited Liability Company Act and the other hews aim 4 SDNY_GA4_00037938 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000762 EFTA_00148547 EFTA01282447 The foregoing paragraph shall be construed as enumerating both objects and purposes of this Company, and it is hereby expressly provided that the foregoing numeration of specific purposes shall not be held to limit or restrict in any manner the purposes of this Company otherwise permitted by law. ARTICLE THREE DURATION AND CONTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve the Company by his or het-independent act of any kind. ARTICLE POUR ORGANIZE!' The name and address of the organizer of this Company is: Greg J. Ferguson :a 33 O1 rl 13 " a O 74 Mailing Address: 9100 Pod of Sale kfall,rOuttarillq St. Thomas, 13.S. Virgin Islands 00802 al :c m o • '.7.3 ref Physical Address: 9100 Port of Sale MItIL:-AtiteglS? St. Thomas, U.S. Virgin Islands 00802 2.. ARTICLE FIVE M_ANAGEMasIT the Company shall be Manager-managed. The initial manager of the Company shall be Jeffrey Epstein. The physical and mailing address of the initial manager of the Company is 9100 Port of Sale Mall, Suite 15, St. Thomas, OS. Virgin Islands 00802. ••11 ARTICLE SIX CA '!L The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ARTICLE.SEVEN LIMITATION OFLIABILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (I) a breach of a manage duty of loyalty to the Company or its members, (ii) an act or omission, not in good faith, that constitutes a. breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (Iii) a transaction from which a manager received an impmper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable 2 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) SONY_GM_00037939 DB-SDNY-0000763 EFI'A_00148548 EFTA01282448 statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. ARTICLE EIGHT MEMBER LIAIIILITY No member of the Company shall be liable for the debts and obligations of the Company under Section 1303, Subaection(c) of the Uniform Limited Liability Company Act. ARTICLE NINE SEVERAMLITY If any phrase, clause, sentence, paragraph, or provision of these Articles of Ofganization is held to be void or illegal, then it shall not impair or affect the balance ofc‘heseArtides, and the undersigned Organizer of the Company does hereby declare that he 1;voulFrhaliiisigned and executed the balance of these Articles without such void or illegal provisions.v-3 :1' iN) 0 1; 1 en d rn ;› rn '11 r" -14 ..r: [signature page inflame) 3 SDNY_Ghl_00037940 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000764 EFTA_00 148549 EFTA01282449 IN WITNESS WHEREOF, the undersigned person has hereunto set his hand as Organizer of the Company this 25th day of February, 2013. /frees J. Pergron C) IN THE TERRITORY OF THE UNrrED STATES VIRGIN ISLANDS UNITED STATES OF AMERICA ) BEFORE ME, the undersigned authority, on this 25th day of liebrualy. `; 2111.5, •FSinally appeared Greg J. Ferguson, who, being by me first duly sworn, declared that heals lson who signed the foregoing document as the Organizer of the Company and,:thattte statements contained in these Articles of Organization are true. --; to Notary Public in and for the Tetfitory of the United States Virgin Islands My commission expires: iliac A. ear St. slonimi Si. Juba. 03Y1 My Comminion Experet 11Nciebui 11.1015 4 SDNY_GM_00037941 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000765 EFTA_00 I 48550 EFTA01282450 Redirninn'tr Istoa OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORRORATIONS AND TRADEMARKS . . . RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS rf This veiling wilnessoth that 1, the undersigned 131151 as Basics VI. .r.c SouthOrn Financial. I.LC having been designated by os teskfen1 agent of said company. open whoa .service of process- may be made in all soils arising ogainsl said .company in the Courts.ol the jnlind Stales Vigil) lslonds, do hereby consent to act as such agent and that service of process --nay be triode upon me in accordance wilh Bite 13, Virgin Islandt Code. IN WITNESS WHEREOF, I have heteunlo. set my signolume iebruary 2013 this 25th of •--• to..) I (*Clan MON Milan Of MANY. O1 .* WO LAWS Of flit mow ion.' vieFor MAROS. HIM Mt MUMMY CONIAIMO JO Iftilluc il f iteccomAnnue futiattfol. Aft Mt afe0 COflCT. WM KNOvittaftt TOE Alt Suanyinot tam Nnos Anatomy:pi s 'Oct prof no nal ANY lots Of MilfONISIMISIORIOnit COMM MAY It CROWDS fOtiatMliti Oa suntoffin ra,VOcainuipl I1O14RA1ON. Ji .:{7 :‘) 1‘) cl. 114 -.. en S F4 • •• stotiAtuee OPZIDE40A3Wr? en -ts -Rat-43 wi 7- 4 r9 9100 Port of Sale Mall, Ste 15. St. Tiontat000802 9.106 Port of Sale Mall, Ste 15. St. 11 tontas. VI 00802' NOTARY ACJLNDINIEDGEMENT &fixated and swam to bprom me IN: Cia,,vgday at rateN,p4s6":- .1 a 11.4- i k s k•" , )„,..fefaohsft-f: cO. Welt A. Gan Moiety ratite Ne.12,111 stAtodoff I SI- Jahn My domoll ENpiro; Diainto M. 2W ssi.nn aaaar -- SDNYGM00037942 CONFIDENTIAL my o;riitire,Exiii.; FORM - RACA12 O4,prteSrA A Cop.rilo CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000766 EFTA_00148551 EFTA01282451 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 Shalt Come: I, GREGORY R. FRANCIS, Lieutenant Governor of the Vkgin. Istands„.do hereby certify: That SOUTHERN FINANCIAL, LLC filed Articles of Organization with the Office of the Lieutenant Governor on:Feint:1O:25i 2013 and the Company is duly-organized under the laws of the United States Virgin Islands; That the derail& of this Limited Liability Company& perpetual; . That the.company has *paid all applicable fees to date; and That Articles of Terthination have not been filed by the company. In Witness Whereof, 1 have hereunto set my hand and affix the seal .of the Government of the United States Virgin Islands, at Charlotte Amalie, this 251h day of June, A.D. 20.13. • Lieutenant Governor of the Virgin Islands SDNY_GM_000379 CONFIDENTIAL 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000767 EFTA_00148552 EFTA01282452 NcHnolssoi NIRO SlA IFS VIRGN IS ANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongons Gade 1105 King Sfroel Chorbile Amalie. Vet in Islands 00802 Chilstions loci. Virgin Islands 00820 Pho Phone - tax Fox • June 25, 2013 CERTIFICATION OF GOOD STANDING This is to certify that the corporation known as SOUTHERN TRUST COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMBER 8, 2011 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standing. rec or, 'vision o Corporation and Trademarks Dligg SDNY_GM_00037944 CONFIDENTIAL, CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000768 EFTA_00 148553 EFTA01282453 q--cia-38.0cf -1Z.V.7.%ZESAL.War. varg,=a&VattaltvitroL:. ttltiM'aidaaratrtz.Z1119% Corp No. 583164 GOVEFINIVIE NT OF THIE %NOM ISLANDS OF IN E UNITEID STATES C1CPARLOTTE AMALlE, ST. TeleillAS, M 00802 CERTIFICATE OF EMSTENICE Q C° ill Zlo Mont inljeife Vretkittil 24111 Conte; I, GREGORY R. FRANCIS, Lieutenant GoVemor of the Virgin Islands do berth}, certify that I am, by virlocultho laws or theVirgin Islands; tlieCuStedian.of the comoratt records and the proper officer to execute this coinfit:ate. funks certify that. the records of this office disclose that SOUTHERN FINANCIAL; LLC Limited Liability Company was defy regiattitd to conduct business in the Territory on February 25, 2013 and has a legal existence as a Liniitod Liability Company so far as the records of this office show. .Witness my hand and the seal of the Government of the Virgin blanch; of the United States, ad Charfotte Amalie, St.. Thomas, this 27th flay of February. 20 Lieutenant Governor of the Virgin alands CONFIDENTIAL SDNY_GM_00037945 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000769 EFTA_00 148554 EFTA01282454 NU, 01 tP c(- TuleD m-)INTERNAL R T EPARTMEN EOVENUE F THE SERVIC TREASUR E Y a CINCINNATI OH 45999-0021 Date of this notice: 02-28-2013 ntification Number: Form: SS-4 Number of this notice: CP 575 G SOUTHERN FINANCIAL LLC t SOUTHERN TRUST COMPANY INC SOLE M 9100 PORT OF SALE MALL STE 15 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 NLWIIER Thank you for applying for an Employer Identification Number (EIN). we assigned you BIN 66-0799192. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in yout permanent records. When filing tax documents, payments, and related correspondence. it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as ar. association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Stall Business Cbtporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have accesa to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: • Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. • Use this EIN and your name exactly as they appear at the top of this'notice on all your federal tax forms.. • Refer to this EIN on your tax-related correspondence and documents. If you have questions about your RIM, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is SOOT. You will need to provide this information, along with your BIN, if you tile your returns electronically. Thank you for yOur cooperation. SDNY_GM_00037946 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000770 EFTA_00 148555 EFTA01282455 CONSENT OF THE. BOARD OF DIRECTORS OF SOUTHERN TRUST COMPANY, INC. The undersigned, being all of the Directors of Southern Trust Company, Inc., a US. Virgin Wands Corporation ("the Corporation"), hereby certify that the following resolutions were unanimously adopted and entered into by the Board of Directors on the 19* day of March 2013. WITNESSETH: WHEREAS, the Corporation is a corporation organized and existing under the laws of the U.S. Virgin Islands; WHEREAS, the Board of Directors as of the date of this Consent are as follows: Jeffrey Epstein Darren K Indyke Richard ICahn WHEREAS, the undersigned, being all of the directors of the Cotporation, consent to the taking of the 'following actions in lint of a meeting of the Board of Directors in accordance' with the General Corporation Law of the United Suites Virgin Islands: (the "GCL") and waive any notice to be given in connection with the meeting pursuant to the GCL; WHEREAS, Financial TrUst Conipsmy, Inc., a corporation organized and existing under the laws of the United States Virgin Islands ("FTC"), is the sole shareholder of Jeepers, Inc., a corporation organized and existing under the laws of the United States Virgin Islands ("Jeepers"), which has elected to be:taxed as a qualified subchapter S subsidiary; WHEREAS, the Board of Directors of FTC denthithed that it is in the best interests of the Corporation and its sole shareholder, Jeffrey E Epstein ("Epstein"), to transfer and distal:Atte to Epstein all of the issued and:outstanding shares of Jeepen, free and clear of all hens; claims and entumbrithees (the "Jeepers Interest"), such that Epitein shall become the sole shareholder of Jcepers; WHEREAS, Epstein is also the sole shareholder of Corporation; WHEREAS, the Corporation is the sole member of Southern Financial, LLC, a United States Virgin Islands limited liability company organiied on February 25, 2013 ("SF); and . WHEREAS, the Board of Directors of FTC,* determined that it is in the best interests of FTC and in sole shareholder to merge FTC into SF, upon the completion of Which merger SF Shall be the surviving entity of said merger (the "Metre); . . CONFIDENTIAL SDN`cGIA_00037947 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0000771 EFTA_00148556 EFTA01282456 WHEREAS; it is intended that the Merger be effectuated upon; in accordance with; and subject to; the provisions of an Agreement and HUI of Merger in the form annexed as Exhibit "A" hereto, which has.. also been approired by the Woad of Directors .of FTC and its stile shareholder (the "Merger Agreement"); WHEREAS, in connection with t Mergerand, pursuant to: the provisions of the Merger Agreement, Epstein is to surrender for cancellation ten thousand (10,000) shares of the Common Stock of FTC, representing all of the issued and outstanding snares of FTC's Corrimon Stock antall of such issued and outstanding, iharei held by Epstein, and in consideration of FTC's merger with and into SF, the wholly owned subsidiary of the Corporation, and the transfer of all of I1TC's assets to SF by operation of law as st. result of such Merger, the Corporation is to issue an additional ten thousand (1p,000) shares of its Common Stock, ;41 par.yalue (the "Common Stock") to Epstein (the "Additional Shares"); . WHEREAS, the Btrard.of Directors of the Corporation has determined that it is both advitable • and in the best interests of the Corporation and of Epstein, as the sole shareholder oldie corporation, that the Merger be consummated upon, in : accordance with; and subject to the provisions of the Merger Agreement, and that in connection therewith, the Corporation issue the Additional Shares to Epstein; NOW THEREFORE BE IT: . . . RESOLVED, that After consumtnation by FTC of its iSSUance.MEpsteMof the Jeep= Interest, the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreetnant, be and it is hereby authorized and approved. RESOLVED, that it is intended That the Merger qualify as a tax-free reorpointion under section 368(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form and provisions of the Merger Agreement, be and they hereby are adopted and approved; RESOLVED, in connection with thelviergernnd pursuant to the ptoviiicn?S of the Merger Agreement, the Corporation issue the Additional Shares to JE RESOLVED; that, the President of the Corporation be, and he hereby is, authorized, empowered anddirected, for, and on behalf of the Corporation, to execute and deliver:the Mergei Agreement :and to execute and Ede witli.the Officeof the Lieutenant GoVernor of the United States Virgin Islands Articles of Merger in form and substancethat has been apptovethsby legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Merger in accordance with the provisions of the Merger Agreement, and RESOLVED, that the officers of the Corporation be, and each of them hereby is, authotizat empowered and directed, for and on behalf of the Corporation; hi...execute and deliver all such agreernents, documents and instruments; to pay all such coatc.feel, and expenses, and take all such othesaction as such officer deems necessary or advisable in order to consummate the Merger in accordance with theprovisions of the Merger Agreement §DNY:GiA00037948 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000772 EFTA 00148557 EFTA01282457 This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the undersigned has executed this Resolution as the directors of Financial Trust Company, Inc., on this 19°' day of March, 2013. Jeffrey E. "IIIIIIIIIIIIIII n A •-. n• • t . Richard Kahn SDNY_GM_00037949 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000773 EFTA_00148558 EFTA01282458 CONSENTOF THE BOARD OF DIRECTORS OF . - ,FINANCIAL INFOMATICS; INC. The undersigned, being all. of the 'Directors of Financial Infornatics, Inc., 1.1.1.S. Virgin Islands Corporation Cdie Corporation':), hereby certify that the following resolutions were unanimously adopted 'and entered into by the Baird' f Directors on.the irklay of November, 2011: • WITNE8SETH: :WHEREAS, the Corponition is a ‘corport1iun organized and existing under the kiwi of the U.S. :Virgin Islands; and .. .. . . . . . . . : WHEREAS, the COrporation.was Auk forme:el: in, the United Stites Virgin Islands on,.November. 18,2011; and : . • WHEREAS, du: Board ofDirettorS as of the date of this Consent are as follows: • • Jeffrey Epstein Darren Ittthice . 'Richard Kahn . WHEREAS, the undersigned, being.all of the directors of Financial Infomatics,Inc., consent-to the caking of the following actions in lieu Of a meeting of the-Board of. DirectbrX'in accordance with the corpnrationliws of the United Stites Virgin ISlandi and vatic any notice to be•given in:connection with the Meeting putsuantto the corporation laws of United States Virgin Islands; and . • . • • • , 'WHEREAS; thii Corporationis Authorized; in If S ariides of iikorporation, to issue an aggregate, of 70,000 shares of stock of the par value of 5.01 per sham and . . , . WHEREAS, a depository shall be established for the funds :of d corporation.and than who are authorized to, do so may withdraw them on behalf of the emporadomand NOW .THEREFORE BE IT: . . . . RESOLVED; that all actions taken by the, incorporators bf the CotporatiOn during the period from • November 18, 2011,through the date nEthis Consent; including, but not limited filing the certificate of • Incorporation of the Corporation and adopting thelifitiaIBy,Laws of the Corporation, be, and each of the ;tune hereby is, in alIthspects, ranted, adoptethatid apprOved; and it is further • RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice presidents, a Secretary and a Treasurer, andit is further RESOLVED, that each of the following persoM is hereby appointed and elected to the office set forth oppoiitc his name belowio serve as such in accordance with the precessions of the 'Hy-lavv,, of the SDNY_GA4_00037950 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000774 EFTA J10148559 EFTA01282459 Corporation until the next meetingPf directors of the.Corporation'immediately following the next annual . meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified. Jeffrey Epstein, President Darren Indyke, Vice President and Secretary • Richard Kahn, Treasurer And it is further RESOLVED, that the offiCeis of the Corporation be, and each of them hcrcby is authorized, empowered and directed. to produce all books of account, stock books .and other materials and supplies necessary or appropriate in conneCtioriwith maintainingthe records and conducting the business of the Corporation, and ft; pay all costs andexpenset and to make full reitnburseman for all expenditures made in connection with the, organization of the Corporation; audit is further RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be and the same hereby is, approved and:adorned, and the President, the Vice President, the Secretary and/or any other. officers authorized by the By-laws of the Corporation be,. and each of them hereby is, authorized td issue certificates in such loran for shares of fully. paid and non assessable Common Stock when the -issuance 'thereof is duly authorized by the Board of Directorapf the Corporation; and it is further • • RESOLVED; that the Corporation see eprthe subscription of Jeffrey E. Epstein for:10,000 shares of Common Stock, upon the terms:mad:condition contained in the sulncription 'agreement, dated as of November 18, 2011 of Jeffrey 'E. Epstein, a copy Of:Which shall be filed with the official'records of the . Corporation; and it is further RESOLVED, that The Vice President and the Treasurer of the Corporation be, and eacti.of them .hereby is, authorized and directed to issue, ort behalf of the Corporation, to Jeffrey E. Epstein, a certifieste for 10,000 shares of the Common Stock; and it is Eau • . . • RESOLVED, that '4 of the 10,000 shares of the Common Stock as authorized for issuance by the . • immediately preceding eesolution shall be in all respects; when issued. as aforesaid,.vandlyissued, billy paid and non-assessable; and it is further . • • , RESOLVED, that:the seal, aninipreisidn of Which appears in the margin. of this. Consent, be, and. the same.hereby ii adopted as the seal of the Corporatibo; and it is further RE.SOLVED,. that: the corporate; record boolciind.the stock ti-ansfer ledger thereof, be and each of. hereby is, adopted as the record book and stock transfer ledger, respectively, of the. Corporation; RESOLVED, that, with respect to the opening, maintaining and closing of baPk accounts of the • • Ccitporation, the President, any Vice President, the Tieasnrcuandthe.Secretarrof the Corporation; be; and each of them hereby is, authorized as follows SDNY_GM_00037951 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0000775 EFTA_00148560 EFTA01282460 SDNY_GM_00037952 1. To designate one or more banks, trust companies or other. similar institutions as depositeties of the funds, including, without limitation, cash and cash equivalents, of the Coq:ignition; . . . . . 2 To•open, keep and close general and-ipecid bank accounts, including general elegant accounts, payroll•acconntiandwoikingliind aconints; vridtany sucli•depoSitorY; : .•:- 3. 1b cause to be deposited in such 'accounts s‘ith.any such depository, from rime to time Such funds, including, without limitation, cash :and cash .equivalents, of. the Corporation, as such . officers dean necessary or advisable, and to designate or change thidesignation of the officer or officers and agents of the Corporation. hO will he authorized to make such deposits and to endorse such checks, drafts or, other instruments. for such deposits; 4. From time to time to designate or change the designation .of the officer or officers and agent of : agents of the Corporation. who. will be authorized to sign or countersign checks, drafts or other ordeafor .the payments of Money issued in the name Of the Coipgrition against any hinds deposited in such accounts; arid to revoke any suth•designation; • . . . 5. To autborixe the use:of facsimile signatures for the signing pr tounfersigning of checks. drafts or other orders for the payment of Money, and.to enter into such agar:mem as banks. and trust companies customarily require as sconditign for perinitting the use of facsimile. signatures.; • 6. To make such general and special' rules and regulations With respect to such accounts as they may deem necessary or advisable; and • • . • To cornplete;atetute and/or certify any customary printed blink signature card forms in order to conveniently exercise the authority-granted resolution and any resolutions theeeon. shall be deemed arlopted•as part hereof; and it is further RESOLVED, that the President orthe Secretary of the Corporadori bc; and such officer hereby authorized to prepare and certify as the resolutions of the Board; of Directors, as if adopted vertiaim by this Consent, any such additional resolutions as any such depository miy require in connection with the opening of an accountwith such depository as authorized pursuant to the immediately preceding resolution; and that any . such depository to which a copy of the immediately preceding resolution and Such additional resolutions, if any; hive been certified shall be entitled to rely. thereon for all purposes until it shall have received-written notice of the revocation or amendment of such resolutions by the Board. of Directors; and it is further • • RESOLVED, that the fiscal year of tilts Corporation shall begin the first day of January in each • • • • • • year; and it is further RESOLVED, that for the purpose of authorizing the Corporation to do business in •any state, territory or dependency of the United' States or any foreign country in which it is necessary or expedient for •the . Corporation :to transact. business, the officers of the Corporation be, and.'each of them hereby is, authorised to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary offices of the Corporation, whether statutory, or otherwise, and, under thi seal of the Corporation, to make ancifde all necessary certificates, reports, powers of attorney and other instruments as may berequired by-the laWs of stich. c.tte, leitiiori, dependency or country-to audiorize the •. . CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000776 EF1'A_00148561 EFTA01282461 Corporation to transact business therein; and it is further ' RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further certificates, contracts, agreements, documents, instruments, instruments of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), including, without limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to catty out, comply with and effectuate the purposes and intent of the foregoing resolutions; and it is further RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WIINF-SS WHEREOF, the undersigned has executed this Resolution as the first directors of Financial Infomatics, Inc., on this lir day of November, 2011. Jeffrey Epstein, Director Dario Indyke, Director Richard Kahn, Director SON Y_Ght00037953 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DEt-SDNY-0000777 EFTA 00148562 EFTA01282462 1 FINANCIAL INFOMATICS, INC. SUBSCRIPTION FOR COMMON STOCK The undersigned hereby subscribes for Ten Thousand (10,000) shares of the Common Stock, 3.01 par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the "Corporation"), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18t day of November, 2011, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation 4 e-n eeJrs r, • I 0 ) per share in cash or by check made payable to the Corporation, at which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dated as of November 18, 2011 Subscription Accepted As of November 18, 2011 FINANCIAL INFOMATICS, INC. A 8>1 Darren K. Indyke Vice President 4 Jeffrey E. Epst Subscriber for 10, of Common Stock, 5.01 Par Value CONFIDENTIAL SDNY_GM_00037954 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000778 EFTA_00148563 EFTA01282463 E Current Classification: (click here for help) Internal :FES& -;:-L c ..t.yrosa CIP failure rectification [I] Jay Lipman to: Fran M Wickman 08/26/2013 12:04 PM Sender Date Subject Jay Lipman 08/26/201312:04 PM 4/, 4. GIP failure rectification III Fran M Wickman 08/26/2013 12:08 PM Re: CIP failure red Classification: For internal use only Hi Fran, Please could you let me know if this document is sufficient for what we need? For Account: For Source of Wealth: Epstein began his financial career in 1976 as an options trader at Bear Steams and became a panneri n 1980. In 1982, Epstein founded his own financial management firm, J. Epstein & Co., managing the assets of clients with more than a billion in net worth. In 1996, Epstein changed the name of his firm to The Financial Trust Company and based it on the island of St. Thomas in the US Virgin Islands. All of his clients were anonymous except for the very wealthy businessman Leslie Wexner. His wealth has come from his days at Bear Steams and his financial management firms Kind Regards. Jay Lipman Jay Lipman Analyst I Markets Coverage Group Deutsche Sank Securities Inc Deutsche Asset & Wealth Management 345 Park Avenue - 26th Floor New York, NY 10154 Tel - Fax SDNY_GM_00037955 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000779 EFTA_00 148564 EFTA01282464