EFTA Document EFTA01412554

EFTA01412554 EFTA01412555 EFTA01412556 EFTA01412557 EFTA01412558 EFTA01412559 EFTA01412560 EFTA01412561 EFTA01412562 EFTA01412563 EFTA01412564 EFTA01412565 EFTA01412566 EFTA01412567 EFTA01412568 EFTA01412569 EFTA01412570 EFTA01412571 EFTA01412572 EFTA01412573 EFTA01412574 EFTA01412575 EFTA01412576 EFTA01412577 EFTA01412578 EFTA01412579 EFTA01412580 EFTA01412581 EFTA01412582 EFTA01412583 EFTA01412584 EFTA01412585 EFTA01412586 EFTA01412587 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 Financial, LLC aS (Name of Limited Liability Company) authorizes Deutsche Bank Securities Inc. (referred to herein as "DBSI") to open a securities account for the Limited Liability Company, to be known as the Account. , hereinafter called the "Limited Liability Company" or "LLC," and hereby T..gPry (Names) is/are hereby appointed agent(s) and attorney(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 DBSI'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 said Agent(s) or as said Agentfs) 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 any of them, now existing or hereafter entered into, and is binding on the undersigned and their legal representatives, successors and assigns. This authorization and indemnity 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 EFTA01412588 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 or arising from disputes by or among any of the members with respect to said account and (ii) to pay on demand any debit balance in said account. Each of the undersigned agrees to advise DBSi in writing if 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 Authority, any broker-dealer, or is, or becomes, a senior officer of any bank, savings and loan institution, insurance company, registered investment company, registered 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 DBSI and its successors in business, irrespective of any 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 authori^tion and indemnity of -7-3 tV3 Signature of Managing^ember Jeffrey Epstein Date Print Name Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. 09-PWM-0168 OM 25C (05/11) LLCA 006413.051811 OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LLC A U.S. Virgin IMands Limited Liability Company THIS OPBRATING AGREEMENT (tiiis "Agreement") is made and entered into as of Febi-uaiy 26, 2013, by Southern Trust Company, Inc. (hereinafter referred to as "Sole Member"), with a business addiess is 6100 Red Hook Quai ter, B3, St, Thomas, U.S. Virgin Islands 00802, and which hereby fonns Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the "Company") pursuant to the U.S. Virgin Isimrds Uniform Limited Liability Company Act (the "Act") upon the following terms and conditions; I SECTION I ORGANIZATION & FORMATION Ai Fonnation. 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 "Act") EFTA01412589 by the filing of Aiticles of Organization ("Articles") with tire 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, JjLC". Tire 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. Piuposes. The purpose of the Company is to operate any latvful business or to effectuate any purpo.se permitted by tire law of the territory of the U;S, Virgin Islands, The Company shall have all die 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, tmless terminated by law or dissolved and fenminated. E. Registered Office and Resident Agent and Place of Business. The Registered Office and Resident Agent of the Company for semce of process widiin the terntoiy shall be: Business Basics Vl, LLC, 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S, Vhgln Islands 00802. The Company's principal place of business is 6100 Red Hook Quarter, B3, St. Tiionias, U.S. Virgin Islands 00802 or sucii other place or places as the Sole Member may hereafter detennme. SECTION II CAPITA!. STRUCTURE; MEMBERSHIP tlNITS AND CONTRTDUTIONS/TRANSFER OF MEMBERSHIP UNITS I A. Capital Conhabution by the Sole Memben Initial Issuance. The Sole Member's ownerislnp rights in the Company shall be reflected in "Membership Units", as recorded in the Cbmpahy's records. Upon the formation of thC' Company, the Sole Member shall make a capital contribution tp the capital of the Company in the amoimt of cash, of of the property-in-kind, or bodr, I I 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 tuid class of Units so subscribed and conUibuted for. The Sole Member may make additional capital conbibutions at any time and in tmy amotmt that it may desii-e. B. Transfer of Membership Units. The Sole Member may transfer ar^ or all of its Membership Units to any person or persons, at any time and from time to EFTA01412590 tune. Subject to the provisions of this Section, the Sole Member may assign its Membership Interest in the Company in wiiole or in pai-t. The assignment of a Membership Interest does not itself entitle the assignee to participate in the management and aftairs 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 Intei'est and not a substituted jnember. 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 restrictions and liabilities of the members. C. No Interest: No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement, Except as olheiwise 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 m CAPITAL ACCOUNT A. Capital Account. A capital account ("Capital Account") shall be maintamed for the Sole Member, and any additional member in accordance witli the provision of this Article, 1. Increases in Capital Account. The Capital Account of the members shall be increased by: (a) 'fhe fair mai'ket value of the members' initial capital conPibution and any additional capital contribution.s by the members to die 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)- (d), (e), (j) and (g) and Section 1 704-I(b)(4)(I) shall be made. (b) The members' share of the increase in the tax basis of Company properly, if any, arising out of the recapture of any tax credit. (c) Allocations to the members of Profit (d) Company income or gain (including income and gain, exempt fieni income taxation) as provided under tliis Agreement, or otherwise by Relation Section 1.704-1 (b)(2)(iv). 2 EFTA01412591 (e) The amount of Company liabilities tliat are assumed by tire members. 2. Decreases in Capital Account. The Capital Account of the members shall be decreased by: (a) The amotmt of money dishibuted to the members by the Company pursuant to any provision of this Agi'eement. (b) The fair market value of properly distributed to the members by the Company (net of liabilities secured by such distributed property tliat such members are considered to assume or take subject to under Code Section 752). (c) Aliocations to the members of Losses. (d) Allocations to the meinbera of deductions, expenses, Nomccourse 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)(B) or ai'e treated as such expenditmes under Treasmy Regulation Section 1.704-1(b)(2)(iv)(i). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1,704-2. (e) The amount of any liabilities of the members that' are assumed by the Company. SECTION IV ALLOCATIONS AND DISTRIBUTIONS. A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income, gain, loss, deduction, and credit recognized or allowable for Federal income tax purposes shall be allocated sind credited or charged to the Sole Member. B. Dish-ibutions. Net cash flow shall be distributed in the following priority, 1. Fust, 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. I C. Distributiou upon Liciuidatlon of the CoinBmiv. 1, At the termination of the Company and after tire Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Gompanyfs assets will be distributed in cash to the Sole Member and any EFTA01412592 dissociated members whose interests have not been previously redeemed first, in discharge of tlieir respective capital interests; and tlien, in proportion to the Membership Units. 2. if the Compairy lacks sufficient assets to make the distributions described in the foregoing paragraph, tire 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 not been previously redeemed. SECTION V MANAGEMENT OF BUSINESS A. In General. Tiro Company shall be manager-managed. Jeffrey Epstein shall be the initial manager of tire Company. The manager shall manage the business and affairs of the Company and slrall have full and complete authority, power and discretion to do all things necessaiy or convenient to manage, control imd carry out tire business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and. all other acts or activities customary or incident to the management of the Company's business. B. Voting of Membership Units. A Membership Unit is entitled to be voted only if it is owned by a member and each such Membership Unit shall be entitled to one vote, Neither an assignee nor a h'ansferec may vote a Membership Unit unless such assignee or transferee is admitted as a member. SECTION VI EXCULPATION OF LIABILITY; INDEMNIFICATION A. Exculpation of Liability. Unless otlierwise provided by law or expressly assumed, the Sole Member shall not be personally liable .for foe acts, debts or liabilities of foe Company. B. rndemnifioation. 1, Except as otherwise provided iir fois Section, the Company shall indemnify the manager of foe Company and may mdemnify any employee or agent of the Company who was or is a party or is thi-eatened to be made a party to a threatened, pending or completed action, suit or proceediiig, whether civil, criminal, administrative, or investigative, and whether fonttal or informal, other than an action by or in the right of the Company, by reason of the fact that such person Is or was a member, employee or agent of EFTA01412593 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, wifo the care an ordinarily prudent 4 person in a Jxke position wovild exercise under similar circumstances, and in a manner that such pci-son reasonabiy 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 Company has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. 3. Any indemnification pennitted under this Section, unless ordered by a coiuf, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper imder 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 deteimination and evaluation .shall be made by a majority yote of the members who ai-e not parlies or threatened to be made parties to the action, suit or proceeding (except in the event that there are no members other than llie Sole Member, in which event the determination and evaluation shall be made by the Sole Member, regai'dless of whether or not Jeffrey Epstein is a party or threatened to be made a party to the action, suit or proceeding). SECTION VII LIQUIDATION Tlie Company shall be dissolved, and shall terminate and wind up its EFTA01412594 affairs, upon the deteimination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A, Section Headings. Tlie Section headings and numbers contained in tins Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit or describe the scope or intent of any provision of tliis Agi- eement. B. Severability. The invalidity or unenforceability of any particular provision of this Agreement, shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. C. Amendment. This Agreement may be amended or revoked at any time, in writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless iri writing and signed by the Sole Member. 5 D. Binding Effect. Subject to the provisions of this Agreement relating to transfer-ability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. Governing Law. Regardless of the place where this Agreement may be executed by tire Sole Member, the rights and obligations of the Sole Member, and any claims and disputes relating tliereto, shall be subject to and governed by, and construed and enforced in accordance witlr the laws of the Ten-itoxy of the U.S. Virgin Islands. IN WITNESS WHEREOF, the Sole Member malces and executes this Operating Agreement on the day and year first written above. WITNESSETH: By: SOUTHERN TRUST COMPANYTlf^C„ Sole Member By: feffi-ey E. EpsteiibJPresid^ 6 I ARTICLES OF ORGANIZATION OF SOUTHERN FINANCIAL, LLC I I, thfi imdersigned naluraJ person of the age of eighteen years or more, acting as organiser of a limited liability company under the Uniform Limited Liability Company Act, EFTA01412595 Chapter 15, Title 15, Virgin Islands Code ("Uniform T-imited Liability Company Act"), do hereby adopt the followiirg Articles of Organization for such limited iiabilily company: ARTICLE ONE NAME, ADDRESS AND PRINCITAL OFFICE I Name and Address 1. The name and address of the limited liahilit}- company shall be Southern Financial, LLC (the "Company"), 9100 Port of Sale Mall, Suite 1:5. St. Thoma.s, U.S, Virgin Islands 00802, The physical address and mailing address of the Company are the same. Principal Office 2, The principal office and permanent address fcrr the hansaction of businfeas ofthe ^Amp shall be the adchess stated in Paragraph 1 of these Articles as the physical alklrerss iirf the Company. ,L; o -S ro -.1 ffi o g any • I Resident Agent and Office V.; Ni \ 3. The mailing address of the Company's initial ;.ie.signated office is 9100 Portdf Sfil'e Mall, Suite 15, St, Thoiiias, U.S. Yii'gin Islands 00802. -I The physical address of the Company's initia' de,signaled office is 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S, Virgin Islands 00802. The name of its initial resident agent at such address is Busmes.s Basics VI, LI.,C, The business address of the resident agent, and the address of the designated office identical, are ARTICLE TWO PURPOSE I'he purpose for which the Company is organized is to engage in any aird all lawful business for which a limited liability company may be orgar.ized under the Uniform Limited Liability Company Act and the other laws of the U.S. Virgin iBland.s, I The foregoing pnragi'aph shall be construed as enumerating both objects mid purposes of this EFTA01412596 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 TIIREB DURATION AND CONTINUITY The period of duration of tliis Company shall be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. ARTICLE FOUR ORGANIZER .—A co 0 0 The name and address of the organizer of this Company is: !H r-"i ri ^ > CO Mailing Address: 9100 Port of Sale MalLr-Suitenl" St. Thomas, U.S. Virgin Islands 00802 5 ^ . Physical Address: 9100 Port of Sale Mhll,-f"iteri5? St. Thomas, U.S. Virgin Islands 00802 ' ARTICLE FIVE MANAGEMENT ;-73 "Vt Greg J. Ferguson to 0 I .r: CO The Company shall be manager-managed. The hiitial manager of the Company shall be Jeffrey Epstein. The physical and niailiirg address of the initial manager of the Company is 9100 Port of Sale Mall, Suite 15, St, Thomas, U.S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Company shall begin busines,s with capital in the amount of One Thousand Uirited State,s Dollars (US$1,000.00). ARTICLE SEVEN LIMITATION OF LIABILITY No marrager of the Company shall be liable to the Company or its members for monetary damages for an act or an onrlssion in such manager's capacity as a member, EFTA01412597 except for liability of a manager' for (i) a breach of a managers duty of loyalty to the Company or its members, (ii) an act or omission, not in good faitlr, that constitutes a breaclr of duty of a manager to the Company or an act or omi8 knowing violation of the law, (iii) a ti'ansaction. benefit, whether or not the benefit resulted from an action manager's position, or (iv) an act or omission for which the liabdily for by an applicable 2 statute. If the Uniform law is amended to authorize action furilrer elimirraling or managers, tlien the liability of any manager of the Company shall be eliminated permitted by the Uniform Limited Liability Company Any repeal or modification of the not adversely affect any right or protection of a)ay manager existing a t the time of such repeal or modification. ARTICLE EIGHT MEMBER LIABILTrY I No member of the Company shall be liable for the debts and obligations of the Company under Section '1.303, Subsection (c) of the Uniform I.,imlted Liability Company Act. ARTICLE NINE SEVERABILITY If any phrase, clause, .sentence, paragraph, or provision of these Articles of Organization is held to be void or illegal, tiiear it .shall not impair or affect die balance ofcf>he.s^3A,rtides, and the undersigned Organizer of the Company does hereby declare that he would;:havfSi.signed and executed the balance of these Articles witliout such void or illegal provisions.'^" rs> o c/i g "VI xn ;3 ;n m sion that from involve,s intentional misconduct or a which taken of Limited Inability a manager received an improper witliin tire scope of the a manager is expressly provided Company Act or other applicable limiting the liability of or limited to the fullest extent Act or other applicable law, as so foregoing paragraph by the members amended, shall EFTA01412598 -1 to I [signature page follows] 3 IN WITNESS WHEREOF, the undersigned person has hereunto sat his hand as Organizer of the Cojnpany tliis 25th day of February, 20X3. ,/ I /6regj, Ferguson I o e I 0 r-. IN THE TERRITORY OP THE UNOTiD STATES VIRGIN ISLANDS UNITED STATES OF AMERICA ru <D )~ ro CXI rn 0 C5 m BEFORE ME, the undersigned authority, on this 25th day of Februai^j 2&35, or?a»aIIy appeared Greg J. Fcrgu.son, who, being by me first duly sworn, declared that EFTA01412599 tit^ Jrferson who signed the foregoing document a.s tire Organizer of the Compairy andUhat1T&e statements contained in these Articles of Organization are inre. / T-'t ..t: I ./ v.at'r'Z'V'^C'.co Y/ f'. - 4 Notary Public in arid for the TeX/itory of the United States Virgiix Islands My commissioxi expires: i/ Briftt A, Geary Notary I'ublie W>-I24-II SI. 'rtioinas/ Si. John. USVI MyCommiiislnn Espiroa; UKciHterJl, 3915 4 FORM - RACA12 I Tni: ljMni:OSiArt>: '/'/rs.0 Lsiamos OFFICE OF TI-IE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEWARKS RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS I Busiy.ess Basics VI, LLC This writing witnesselh that I, the undersigned Southern Financ'a;, LIX having been designated by as resident agent of scrid company, upon whory service of process may be made in all suits I arising against said company in the Courts of the unEad States Virgin Islands, do hereby consent to act as such agent and that service of process may be made upon me in accordance with Title 13, Virgin Islands Code. 251;h 1 IN yyiTNESS WHEREOF, I have hereunto set .my signature this : elDruary 2013 day of EFTA01412600 g fcj I BtClAKf, UNDER PtNAlIV OE PtRJUBY, UNDE* 1IIF lAWS Of Dlt 11111im STAIES VfdSlli StAJtOS, 111At All STAtEMENIS CONTAINED IM DtlfATfltCA". AhR'anY ACCOMPANYING DCICUMEHIS. AAE TRUE AND COROECT, WITH FUll UMOVAEOGB TIIA: All STAIEHYNIS MADE IK THIS APPIICAIIOH AHE SUt'jECT Til jWieSTTGAlfoN AND [HAT ANY f AU6 OR DimONEJI ANSWER TO ANY QUESTION EAAY nC GROUNDS FOR OENIA1 OR SUSSEQUENI REVOCATION Of REGISIRATTCftl. UJ _ H cn <r> ■" in :c- • SIGNATURE OF RESpEWAGBliti;.;" I 9100 Port of Sale Mall. Ste 15, St. Thoma.s, 00802 -I DAYTIME CONTACT NltMDF.R MAILING ADDRESS 9100 Port of Sale Mall, Ste 15, St Thomas, VI 00802 PHYSICAL ADDRESS EMAIL ADDRESS I SilQIAirLACMOmiDCTMINT Subscribed and sworn to before me this jMtSP day os.J-.T1 ; *5r> " I r>i' 5i)C\oT al Notary Public mc>, \.C.vs»ry t^oiiTrylM'111-N"-U-'-" SI. T homas I Si. Ji'l'iv My Commission Enpircsi Dvcomlwr 21 V. My Commis^n JTRpires .303^ CorpNo. 583164 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES EFTA01412601 CHARLOTTE AMALIE, ST» THOMAS, VI 00802 CERTIFICATE OF EXISTENCE ZlPo ^rc^cntfll Come: I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands do hereby ceitil7 that I am, by virtue of the laws of the Virgin Islands, the custodian of the eorporate records and the proj^er officer to execute this certificate. I further certify that the records of this office disclose that SOUTHERN FINANCIAL, LLC Limited Liability Company was duly registered to conduct business in the Territory ojt February 25, 2013 and has a legal existence as a Limited Liability Company so far as the records of thi.s office show, Witness my hand and the seal of the Government of the Virgin Nlaiids of the United States, at Charlotte Amalie, St. Thomas, this 27th day of February, 2013. Lieutenant Governor of the Virgin islands ww 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 SOUTHERN FINANCIAL, LLC filed Articles of Organization witli the Office of the Lieutenant Governor on February 25, 2013 and the Company is duly organized under the laws of the United States Virgin Islands; That the duration of this Limited Liability Company is perpetual; That the company has paid all applicable fees to date; and That Articles of Termination have not been filed by the company. 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 25"' day of June A.D.2013 R. FRANCIS Lieutenant Governor of the Virgin Islands G I KAFm0OCA .iUritHOCYFAHiuV AmUVAL CAK,i / E3N^i^i;^RTE. EFTA01412602 Svcrehny n/ Sfa/a of //**v Vj/Ifer/ f'S of A outvh'if „ m ' bci'oh". ivtjiKils {?f! wbout H may mnf.t;rn to {m-uul the cflhMuh/dlhutU of the. Ihiiic/i Shitn iiiitiml btu eiu to j/oss ivilhmil f/nlay or himlfinn e (tnd iu erne of itvvtl ia ghie dU imvftil a hi and protect/on, m:. 1. ./m f' * -M Tife ':r 4 V; f Le Sucids'aire d'pial //<>v Hinh'-thi/s d'AMoripav prdsentei fontes anioritis combijtvnlvs de hi/ssur p/issar ie rilnypyh" i'f.s'.ififrasiorths/wl de( Htafs-Vnis fliiihiira du pnHent passepori, sam dP'hirfiu 'mn ^^ tfiifficnttd et, €)! MX de besniu, de ht} anordcr tonte aide, el protectiou Idpithi/es. i I ilfi-iVi SeirnhjpP de tlsfado de. pivsenie xdUcita a idie ' c x^^"giUtorid/iJeti coiiipctenSes Ins Hstrtdos l),ttdm P<'. ncjuf nombmdo, sin demora ni difi irk' toda in aytnla y prolecriiUt ik/tas. i ' ;fe dr (I ios P.slodos Ihif/hx de xinidricd pur el permltix (dpaxo dci eiadadmio o mu'P»hd de cnUtula, y eu enso de iieani-ditd, prcsi/- 1 EFTA01412603