EFTA00169362.pdf

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 Rnanclel, LLC os hereinafter celled the "Limited Liability Company" or "LLC," and hereby Rolle ol Urnme Labohry Conown1 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. ScPrt*1 ran* is/are hereby appointed agents) 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 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 in 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 Agents) 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 documents) 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 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 nrising from disputes by or among ony 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 serder officer of any bank, savings end 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 DBSI 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 authorrz n and indemnity Signature of Managing Jeffrey Epstein $413 Date Print Name Deutsche Batik Secudees Inc.. a subsidiary of Deutsche Bark AG. conducts investment banking and secure* Reda, In the Untied Stew. III 011 LL A 09.M.V1.1.0108 GM 25C 4(5111 LLCA 000413.051811 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) iA94-ha S0755 EFTA_000 19625 EFTA00169362 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 Ilook Quarter; B3, 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 Coinpany 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 "Adt") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on February 25, 2013, as requittd 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. pima& 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. BegiggreciMm and ResidentAgen t and Place of Business. The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Business Basics VI, LLC, 9100 Pon of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The Company's principal place of business is 6100 Red Hook Quarter, B3, St. Thomas, U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine; SECTION II CAPITAL STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution by the Sole Member: Itilti.g Issunce. 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 SoleMember shall make a capital contribution to the capital of the Company in the amount of cash, or of the property-in-kind, or both, 1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) aSt‘W-gb8756 EFTA_000 19626 EFTA00169363 set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so subscribed and contributed for. The Sole Member. may make additional capital contributions at any time and in any amount that it may desire. B. Transfer of Membership Units, The Sole Member may transfer any or all of its Membership Units to any person or persons, at any time and from time to time. Subject to the provisions of this Section, the Sole Member may assign its Membership 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 onlyentitled 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 Interest: No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a return of, a capital contribution or any portion thereof. SECTION III CAPITAL ACCOUNT A. Capital AcietiM. A capital account ("Capital Account") shall be maintained for the Sole Member, and any additional member in accordance with the provision of this Article. I. Increases in Capital Account. The Capital Account of the members shall be increased by: (a) The fair market value of the members' initial capital contribution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-I (bX2Xiv)(d), (e), (T) and (g) and Section 1.704-1(bX4)(I) shall be made. (b) The members' share of the increase in the tax basis of Company property, if any, arising out of the recapture of any tax credit. (c) Allocations to the members of Profit. (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Section I.704-1(b)(2)(iv). 2 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) YAW -134;757 EFTA_000 19627 EFTA00169364 (e) The amount of Company liabilities that are assumed by the members. 2. Decreases in Capital Account. The Capital Account of the members shall be decreased by: (a) The amount of money distributed to the members by the Company pursuant to any provision of this Agreement (b) The fair market value of property distributed to the members by the Company (net of liabilities secured by such distributed property that such members are considered to assume or take subject to under Code Section 752). (c) Allocations to the menibers 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(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 ALLOCATIQNS 6ND DISTRIBUTIONS. A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income; gain, loss, deduction, and credit recognized or allowable for Federal income tax purposes shall be allocated and credited or charged to the Sole Member. B. Pjstributions Net cash flow shall be distributed in the following priority, I. 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 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) US-SDNY-6010758 EFTA_000 19628 EFTA00169365 C. attribution wog Liquidation-014e Company. 1. At the termination. of the Company and after the Company has satisfied or • provided for the satisfaction of ill. 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 preyiomly redeemed fast,, in discharge of their respective capital interests; andthen, hiproportion to the Membership.Units. 2. If the Company lacks sufficient assets to make the. distritintions 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 not been previously iadeemdd. SECTION V MANAGEMENT OE BUSINESS A. b General.- The 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 MI and complete autlioritY, power and discretion to do Millings necessary or convenient to manage, control and carry but the business, affairs and properties of the Company, to make all decisions regarding those *afters and to perform any and alLother 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 'bit shall he 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: INDEMNIVICSIIION A. FxeulPation oftialgly. Unless otherwise provided by law or expressly assumed, the. Sole Member shall not beTersonally liable for the acfs,,debts or liabilities of the Company. B. Indemnification. I. Except as otherwise provided in this Section, the ,Company shalt indemnify 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 tight of the Company, by reason of the fact that such perten 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 care an ordinarily prudent 4 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) 1615%90-a8759 EFTA_000 19629 EFTA00169366 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. 'lb the extent that any manager, member, employee or agent of thc 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 be made a party to the, action, suit or proceeding). SECTION VII LIOUIDATION The Company shall be dissolved, and shall terminate and wind up its affairs, upon,the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section fleadinp,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 inte.nt of any provision of this Agreement. B. Sevorabilitv. The invalidity or =enforceability of any particulat 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. •Amezdjogg. This Agreement may be amended or revoked at any time, in writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in writing and signed by the Sole Member. S CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) tiA94-ba760 EFTA_000 19630 EFTA00169367 D. Dinding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall Inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. Governing Law. Regardless of the place where this Agreement may be executed by the Sole Member, the rights and obligations of the Sole Member, and any claims and disputcs relating thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Territory of the U.S. Virgin Islands. IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year firs► written above. WITNES$ETH: By: SOUTHERN TRUST COMPANYIN-6., Sole Member By: effrey E. Epstein! 6 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) USRO-170i161 EFTA_00019631 EFTA00169368 ARTICLES OF ORGANIZATION OP SOUI'HERt4Fi\RACIAL, I,. the undersigned natural person of the age of eighteen yeats or more, acting as organizer of a limited liability company under the Uniform Limited Liability Company Act, Chapter' 5, Title A Virgin islands Code ("Uniform Limited Liability Company Act"), do hereby' adopt the following Articles of. Organization for suchlingteci liability companyi ARTICLE ONE NEVIE ADDRESS AND PRINCIPAL- MICK Name and Address 1. The.name and address of the imited Bahl cLmipany shall beSOuthern Financial, I.LC .(the "Company") St. Manias, US. Virgin Islands 06892. 111e physical address.and mailingacidre.ss pf the C-orapanyare the sante. Principal Office The principal offite and permanent mitts ie the transaction of busine# orthe. :;ampany shall be the address stated in Paragraph I ei these Articles as the phyaltial iddreesif ,the r9 ize Company. Lel . Resident Ageht and Office •v 2) 3 in b C3 3.y to mailing address of the Company'sinitial Liesignated office f M . St. Thomat, U.S. Virgin Islands 011801 The physical address of the Oimpany's designated offite is St. Thomas, US, Virgin Islands11081t. The name of its initial residentagent alsuch thdressis Business Basics VL.I.LC! The businesk address of the 'resident agent and the address of the designated office are ARTICLE MVO 'PURPOSE The purpose for which the Company is organized s to engage litany and all lawful business for which a limited liability company may be organized under the Uniform Limited Liability Company Act and the othertel of the U.S Virgin :stands_ CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) gt&W-gii762 EFTA_000 19632 EFTA00169369 The foregoing paragraph shall be construed as entunerating 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 ' DUKATLQN ANP&QNTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve theCompany by his or herindependent act of any kind. ARTICLE FOUR ORGANIZER The name and address of the organizer of this Company is: Greg is Ferguson Mailing Address: t St. Thomas, US. Virgin Islands00S02 .;* rir -n 0 • :13 rn • Physical Address: I ton” is St Thomas, U.S. Virgin s s t.. ARTICLE FIVE iu MANAGEMENT The Company shall be Manager-managed. The initial manager of the Company shall be Jeffre Epstein. The physical and mailing address of the initial manager of the Company is St. Thomas, U.S. Virgin. Islands 00802. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ARTICLE SRVEN MUTATION OFIJAIBILITY 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 ntembet, except for liability of a manager for (i) a breach of a managees 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, (ill) a transaction from which a manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable 2 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) gtA1W-1A11763 EFFA_00019633 EFTA00169370 statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. ARTICLE EIGHT MEMBER LIABILITY No member of the Company shall be liable for the debts and obligations of the Company under Section 3303, Subsection (c) of the Uniform Limited Liability Company Act. ARTICLENINE SEVI3RABILTTY If any phrase, clause, sentence, paragraph, or provision of these Articles of gr..gardzation is held to be void or !Begat, then it shall not impair or affect the balance okthettArtiCles, and the undersigned Organizer of the Company does hereby declare that he wioulptaViisigned and executed the balance of these Articles without such void or illegal provisf6ns.w ra 0 2; En M '1CI rn rn .S " 1 0 iR !"" •:1 [signature page follows) • 3 iv CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) gt&SiGit764 EFTA_00019634 EFTA00169371 IN WITNESS WHEREOF, the undersigned mean has hereunto set his hand as Organizer of the Company this 25th day of February, 2011 /oteg J. *Perron t•-.. c• 0 c-.) 0 --, -31 IN TFIE TERRITORY OP THE UNITED STATES VIRGIN ISLANDS i? rcxin UNITED STATES OF AMERICA );15 N/ I cn BEFORE ME, the undersigned authority, on this 25th .day of Pelmulyt 2016, Ily appeared Greg J. Ferguson, who, being by me first duly sworn, declared that las 4 Rrson who signed the foregoing document as the Organizer of the Company and,..,that%e statements contained in these Articles of Organization are true. 7.1 ..r. to r-rf " rn • . Notary Public in at\ cl for the Tetfitory of the United States Virgin Islands My commission expires:. 4 Brett A. Gvary Nt.tary lidslic Nr.IA41 St. Moist' St. lotto. USVI My ecenntittinn Etpitet Itatitabet yl, 2015 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 16WbOSR8765 EFTA_000 19635 EFTA00169372 fORAA • RACA12 114 011,1FOSIAW..at-.1.1$10.110% OFFICE OF THE LIEUTENANT GOVERNOR al er, DIVISION OF CORPORATIONS AND TRADEMARKS ' STA COpv "R IPeri RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS t.s'‘t s this writing wilnessoth that I, the undersigned B ' •s Basics VI, 11:C• < having been designated. by Southtn Financial. LLC as resident agent of said company. vpoT) whorr .serylce of process may be made In O1 stills arising °going said company in the Courts.of the Artirtd Stoles Virgin Sands, do hereby consent to act as such agent dnd that service of process: Joy be made apart me in accordance wilh 13. Virgin Islands Code. 25th 114 WI1NESS WHEREOF, I hove heteunto . se. rny signalure this day of ?dreary 2013 0 LI 1 OICIAllt SS MARY W PUART. ANNA 11* LAW DI AN WAS 11ANS MOM 11A1101. liar AK MUMMA CONMS100•111117A/r/ICARI. ACCOMAANYINO 04PCIWOM. Ma ouge C00111C1. ANCHAtO4C1RA1 Aa SUM MAO( W MAR M AtitiCAVOW suraci UnAll An THAI /*V 1411 St OR EA1110.031 WWI 10 ANY QUIS11011 MP et tgownt 30AAA SUIS(QUEIll 1AVOgA14:41 nI ISWIP.1111b14. :" /...) 6 tit DAYTIME CONTACT NUMBER MAILING ADDRESS PHYSICAL ADDRESS EMAIL ADDRESS SIGNATURE Of kaiotsmtkoat?., • co Zi3 • e1. 4 rO l ' hortr. W00802 St. Thorrias,15 00802 • )VoinmagicOsyslaca subscribed and sworn re Wore me this ca.fraoy SC:11 oi LiTietvaLre!4 ;4. se-v4 Brett A. Cary Now! Public tii14144 I themn 411k1.tiSV/ My eotamlniaa Eyplia: December 21.2015 My.Cor.mliblegtpict CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) taiStW-0000766 EFTA_000 19636 EFTA00169373 VC GI pis n GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE, ST. THOMAS, VI ONO OFFICE OF THE LIEUTENANT GOVERNOR CERTIFICATE OF EXISTENCE Tx) Whom 'these Presents Shall Come: 1, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin islands:do hereby certify: That SOUTHERN' FINANCIAL, LLC filed Articles OfOrganization with the Office of the Lieutenant Governor. oniebrillity 25, 2013 and the Company is duly organized under the laws of the United States Virgin Islands; That the duration of ibis Limited Liability Company& 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 Sealsof the Government of the United States Virgin Islands, at Charlotte Amalie, this 2.5th day of June, Al). 2013. rk. R. FRANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL— PURSUANT TO FED. R. CRIM. P. 6(e) a -90-0767 EFTA_000 19637 EFTA00169374 TNt ONIrkt)SlAIES VIRGLYNANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens Gade Charlotte Amcte. virgin Islands 00802 Phone - 340.776.8515 Fax - 340.776.4612 June 25, 2013 CERTIFICATION OF GOOD STANDING Nv„ 1105 King King Stroor Chrlsibnsled virgin Islands 00820 Phone 340.773.6449 Fox - 340.773.0330 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. DJ/gg Denise Johannes Director, Division of Corporation and Trademarks CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) tRatV-0768 EFTA_00019638 EFTA00169375 sda..Vatrailter.S.r.riv ISZIMILItaffa arlitdarn.;:.Z.Yer..a14:::::721113:72Z4107SMitrat.. Corp No. 583164 GOVEHNIVIEITIT OF THE 1/167150iM IISLICIOS OF .(611E WHIM STATES CHARN.OTTE AMAUE, ST. TIllaitThS, Vi OO84)2i ©En'TIFEICATE OF EXISTENCE Q ra ill tl.r,O Whom t!Gbetie Vrctkittil ball entire: ) ',GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands do hereby certify that lam, by vilitte of the laws of the V irgin Islands? the dustOdian.of the corperatt records and the proper officer to execute this certificate. I further certify thattlic records of this office disclose that SOUTHERN FINANCIAL; LLC Limited Liability Comptuty was duly regilatied. to conduct business. in the Territory on February 25, 2013 told has a legal existence as a Lathed Liability Company so far as the reconls of this office show. .Witness my hand mul the seal of the •Govemment of the Virgin Islando of the. United States, at Clunking Amalie, St.. Thomas, this 27th Jay of Felirttab!, 2013., G ORY R. FRANCIS — Lieutenant Governor of the Virginlslands • itte=zr-eargr•Crt53CRI"-::dat CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) It AS9)1W-0769 EFTA_OOO 19639 EFTA00169376 N% Gil 3 4(3 04- CO IDQDEPARTMENT OF THE TREASURY sn"INTERNAL REVENUE SERVICE CINCINNATI OR 45999-0023 Date of this notice: 02-28-2013 Employer Identification NUmbor: 66-0799192 Form: SS-4 Number of this notice: CP 575 G SOUTHERN FINANCIAL LLC E er4MHERN TRUST COMFANY INC SOLE For assistanue you may call us at: ST THOMAS, VI 00802 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT lEE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NLNBER Thank you for applying for an Employer Identification Number (BIN). We assigned you ELK 66-0799192. This E1N will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your BIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporatioh. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing 8 corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit oar Web site at www.irs.gov. It you do not have access to the Internet, call 1-800-829-3676 (TTY/TDO 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 EIS and your name exactly as they appear at the top of this notice on all your federal tax Corms, • Refer to this BIN on your tax-related correspondence and doctinents. If you have questions About your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this BIN is SOOT. You will need to provide this information, along with your BIN, if you file your returns electronically. Thank you for your cooperation. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) ii1S0-0770 EFTA_00019640 EFTA00169377 CONSENT OF THE BOARD OF DIRECTORS OF SOUTHERN TRUST COMPANY, INC. The undersigned, being all of the Directors of Southern Trust Company, Inc., iU.S. Virgin Islands • Ccupontion ("the Corporation!), hereby certify that ;the following resolutions were unanimously adopted and entered into by the. Board of Directors on the 19° day of Match 2013. 1 • WITNE,SSETH: WHEREAS, the Corporation is a corporation organiXed and mining under the laws of the U.S. Virgin Islands; WHEREAS, the Board of bizectors as of the date of this Consent are as follows: Jeffrey Epstein Darren K. Indyke Richard Kahn WHEREAS, the undersigned, being all of the directors of the Corporation; consent to the tsddng.of the following aCtidirl$ in lieu of a meeting of the Board .of Dizettois irr accordance With 'the General: Corporation LaW of the United States Virgin Islands' (the "CCL") and. waive any notice to be given in connection with the meeting pursuant to the GC1.4 WHEREAS, Financial Trust Company, Inc., a corporation organized and existing under the laws of the United States Virgin Islands ("FTC"), is the sole shareholder of Jewess, Inc., a corporation organized. and existing under the laws of the United States Virgin Islands ("Jeepers"), which has elected to betaxed as a qualified subchapter S . subsidiary; • • WHEREAS, the Board of Directots of FTC. cletanniried• that' it is the best interests of the Corporation and its, sole shareholder, Jeffrey E Epstein ("Epstein", to transfer and distuhute to Epstein all of the issued and:outstanding shares of Jeepers, free and clear of all hens; claims and encumbrances (the' ' :japers Interest'), such that Epstein shall become the sole shareholder of Jeepers; 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 orgatllied on Febrility 25, 2013 ("SF"); and • WHEREAS, the Board of Directors of FTC has determined that it is in the best interests of FTC and its sole shareholder to merge PTC into SF, upon the completion of which merger SF Shall be the surviving entity of said merge; (the "Merger"); CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) %.1110-ba)77:1 EFTA_0001964 1 EFTA00169378 WHEREAS, it is intended that the Merger be effectuated upon, in aecordance with, and subject to; • the provisions of an Agreement and Plan of Merger in the form annexed as Eichibit "A" hereto, which has also been approVed by the Board of Directorsof FTCand its sole shareh0lder.(the taMerger Agreement*); • . . • • .• WHEREAS,' in connection with the Wager mid, pursuant to the provisions` of rite Mager Agreement, Epstein is to surrender for cancellation rep MOnsand (10,000) shares of the Common Stock of FTC, representing all of the issued and outstanding shares Of. FTC's Conimon Stock and all of such issued and outstanding shares held by Epstein, and in consideration of FTC's merger !with, and into SF, the wholly. owned subsidiary of the Corporation, and the tranifa of ail 'of Fr C's assets to SF by operation of law as 1. • result of such Mager, the Corporation is to issue an additional ten thousand (10,000). shares of its Common Stock, till par value (the "Comnion Stock!) to Epstein (the"Additicinal Shares'); WHEREAS, the B0ard,of Directoni-of the Cotporanon has determined that it is' both advisable • and in the best interests of the Corporation and of Epstein, as the sole shareholder of the 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 cnnsumination by FTC of its issuance to Epstein Of theieepershiterest, the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agrearient, be and it is hereby authorized and approved:` RESOLVED,that it is intendedihat the Merger qiiilify as a tax-freereorganiziThienunder 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 ind'approicx1;•—• :. .RESOL.. in connection with the Mergeitand pursuant. tb the prOViiions of ihe Merger Agreement, the Corporation issue the Additional Shares to JE. • • , , . • • . . . . RESOLVED; that; the President of the Corporation be, and hehereby is, authorized, empowered amtdirected, for and on behalf of the Corpoiation, to execute and deliver the Merger Agreement; and to execute and file with.tbe Office of the Lieutenant GoVernor of thelinited States Virgin Islands Articles of Merger in form and substance that has been approved;by legal counsel to .the Corporationas being compliant with the rerjuirenients of the Ca and necessary or appropriate in order to effectuate Merger in accordance with the provisions of the Merger Agreeittent: and RESOLVED, that the officers of the Corporation, e, and each of than hereby is, anthorized, empowered and directed, for and on behalf of the Co4oration, to execute and/dehver ill' nch agreeinents, dacUments and instruments; to pay all such costsrfeel, and expenies, and take all such other action as such otheer deems necessary or advisable in order taconsunamite the Merger'in accordance with the provisions of the Merger Agreenient CONFIDENTIAL - PURSUANT TO FED. R GRIM. P. 6(e) lia90-0772 EFTA_000 19642 EFTA00169379 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 19e6 day of March, 2013. Jeffrey E. \a).Atu ‘21,vgL, Dairen K. Indyke tel btH ( Richard Kahn CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 0490-1a773 EFTA_000 19643 EFTA00169380 CONSENT OF ; THE BOARD OF DIRECTORS ,FINANCIAL•INFOMATICS, INC.' The undersigned, being all of the 'Directors ot.Financial Itifornatics, Inc., a U.S. Virgin Islands Corporation ("the Corporation"), hereby certify that the following resolutions were unanimously adopted and entered into by the BoArd'of Directors ori. the. irday of November,•20IC.• • ' • . ,nrrkie.4sEnr: • • WHEREAS, the. Corporation is a_ corporation organized and existing under the in of the L.S. Virgin Islands; and WHEREAS, the ,CorporAtion was duly formed: in, the United States Virgin Islands on November 18,2011; and ; • '.• . WHEREAS, .d* Board a -Directors as of the date of this Consent are as follows: • Jeffrey. Epstein Darren Indyke. Richard Kahn • WHEREAS, the undersigned, being all of the directors of Financial Infornatics, Inc., consent.to the taking of the following actions in lieu of a meeting of the Boird of :Directors 'in accordance with the corporation laws of the United Stites Virgin Sands andwank any nolicc to be.given in;connection with the meeting, pursuant to the corporation limn of United States Virgin Islands; and. . • • 1 • • WHEREAS; thit Sipa-Adonis zuthorized, in its articles. Of ineorporati0n, to issue an aggregate. of /0,000.thares of stock of the par value of S.0f per share; and . . • WHEREAS, a depository Atli be established for the Nods :of the corpotatioriand that: Who arc authorized to do so may withdraw them on behalf of the cotporatiothand • . . NOW THEREFORE SE . . . . . . RESOLVED,. that ill'actions"tzken b'y the incorporitthrs nf the Corporation during the period from .' November 18, 2011 .through. the date"offthis Consent; including, but not limited to, filing the certificate of Incorporation' of the corporation and adopting theirritiallity,Laws of the Corporation, be, and each of the same hereby is, in all respects, emitted, adopted 'and approved; and it is further • -.• RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vicc presidents, a Secretary and a Treasurer, and it is further RESOLVED, that each of the following persons is hereby appointed and elected to the office set forth opposite his name below • to serve as such in accordance with .the pthvssions of the liy-lziws of the . • .. • CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) W3Mt774 EFTA_000 19644 EFTA00169381 Corporation until the next meeting of dire:a:ors of the•Corporation immediately following the next annual . meeting of the stockholders of the Cotporation 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 offieeks of the Corporation be, and each of thwthereliy is authorized, empowered and directed- to produce all books of account, stock books and othet materials and.supplies necessary or appropriate in conneetion with maintainintthe records and conducting the business of the Corporation, and to pay all costs andexpensel and to make full reinabursernent 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 01.01 (the "Common Stock'), of the Corporation in the form submitted to the undersigned, which is to be filed with thi$ Cinsent, be and the same hereby is, approved and • adopted, and the President, :the Vice • • President, the Secretary and/or any other. officers allthOtiZa by the; By-laws of the Corporation be,, and each of them hereby is, authorized td issue certificates in such forth for shares of fully. paid and non- assessable Common Stock when the •issuance 'thereof is drily authorized by the Board of Directors.rif the Corporation; and it is further • . • ' RESOLVED, that the Corporation aeceprthe subscription of Jeffrey 'E. Epstein for:10,000 shares . of Common Stock, upon the termsland:conditions contained in the subscription:agreement, dated as of .. • Wove:tuber 18, "2611 of Jeffrey E. Epstein, a copy orwhich shall be filed with the official records of the • Corporation; and it is further. . RESOLVED, thai the Vice President and the Treasurer of 'the Corporation be, and each.of them .hereby is, authorized and directed to issue, on behalf of. the COrporation, to Jeffrey E. Epstein, a certificate for 10,000 shares of the Common Stock; and it is further • • . • . RESOLVED, that all of the 10,000 shares of the Common Stock as authorized for iisuance by. the • • • immediately .precedingicesolution shall be in all respects, when issued. As iforesaid,.Validlilisiicd,. FAY paid' and non-assessable; and it is further • • RESOLVED, that:the sealr an.bripreilidn of which appears in the margin, of this. Consent, be, and the same.hereby 11 adopted as the seal of the Corporatibn; and it is further • •' RESOLVED, thalthe corporate; record book:and.the stock transfer ledger thereof, be and-each of the. sartit hereby is, adopted as the record book and stock transfer ledger, respectively, of the Corporation; .and it is. further RESOLVED, that, with respect to the opening, maintaining and closing of baOk accounts of the CrirPotation, the President, any Viee•PreSident, the Tiwiniter•and the•Secretarrof the Corporation; be, and each of theni hereby is, authorized as follows: . . • CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) at%90-ka11775 EFTA_000 19645 EFTA00169382 1. To designate one or more banks, trust companies or other, similar institutions as depositories of the funds, including, withOut limitation, cash and cash equivalents, of the Corporation; • to open, keep and close genet* and special bank accounts, inauding general deposit accounts, payroll accounts and working. time accounts; with4ny such depository • • „.. • . . 3: To cause to be deposited in such accounts wit . . any such depositary, from time •to tune such hinds, without :limitation, cash ;and cash equivalents, of the CorpOrarion, as such . officers deem necessary or advIsabie, and to designate or change the designation of the officer or officers and agents of the Corporation whO will he authorized to make such deposits and to endorse such checks, draftsorother instruments. for such deposits; 4. From time to time to designate or change the *designation of the officer or officers and agent or agents,of the Corporation, who. will be authorized to sign or countersign checks, drafts or other arderSior.the payments of money issued in the name of 'the Cdporation against any funds deposited in such accounts; and to revoke any such designation; . . . , . 5. To authorize the use. of facsimile signatures for the:signing or tiouniersigiing of checks; drafts or other orders for the .Payment of Money, ind.to enter into such agreements as banks. and, trust companies customarily require as icondititra 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 .7. To complete, execute and/or certify any customary printed blink signature card forms ,in order td orioeniently exercise the authority-granted by. this resolution and any resolutions theteon: tWall be deemed adopted as part hereof; and it is further • ••••• • • ••• •. . • • .".RESOLVED, that thePresident-or:the Secretary of the CogiOratiOn be; arid:such officer hereby is, aothoriZed icrprepire and certify as the resolutions of the Board; of Directors, asif adopted verbatim by this - Consent, any such aditionaltesolutioni at any such depository tray require in connettionWith cheapening • • of an account.with 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 c'ertified shall he entitled to rely. thereon for all purposes until it shall have received written notice of the revocation-or amendment of such resolutions by the hoard of Directors; and it is further • • • . .,RESOLVED, that the fiscal. year of ..tins C.nrpnration 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 baiiiness in any state, territory or dependenty of the United States or any foreign country itywhich it is necessary or expedient far •the. Corporation to transact business, the officers of the Corporation be, and. each of them hereby is, authorized 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 the seal of the Corporation, to make and*, file all necessary certificates, reports, powers of attorney and other instruments as may be recluired by-.the laWs of stich'itate, territory, dipendency.or country to auilibriie the CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) likk O8776 EFTA_000 19646 EFTA00169383 Corporation co 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 o: 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 any on the business for which it was incorporated. This consent shall be fded with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNFSS WHEREOF, the undersigned has executed this Resolution as the first directors of Financial Infomatics, Inc., on this le day of November, 2011. Jeffrey Epstein, Director Dani Indyke, Director 0);/,;•' Richard Kahn, Director CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) YLAS90-0777 EFTA_000 19647 EFTA00169384 FINANCIAL INFOMATICS, INC. SUBSCRIPTION FOR COMMON STOCK The undersigned hereby subscribes for Ten Thousand (10,000) shares of the Common Stock, 1.01 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 18th day of November, 2011, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, 4e-n eaJrs ($ tn. t O ) per share in cash or by check made payable to the Corporadon, at which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dared as of November 18, 2011 Jeffrey E. Epst Subscriber for 10, of Common Stock, 5.01 Par Value Subscription Accepted As of November 18, 2011 FINANCIAL INFOMATICS, INC. Darren K. Indyke Vice President CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) likkA611778 EFTA_00019648 EFTA00169385 El Current Classification: (click here for help) Internal I I c-larei4 CIP failure rectification [I] Jay Lipman to: Fran M Wickman 08/26/2013 12:04 PM Sender Date Subject a Jay Lipman Fran M Wickman 08/26/2013 12:04 PM 08/26/2013 12:08 PM tp a CIP failure rectification Re: CIP failure tee Classification: For internal use only Hi Fran, Please could you let me know if this document is sufficient for what we need? For Source of Wealth: Epstein began his financial career in 1976 as an options trader at Bear Steams and became a partneri n 1980. In 1982, Epstein founded his own financial management firm, J. Epstein & Co., managing the assets of clients with more than a billion in net worth. In 1996, Epstein changed the name of his firm to '1hc 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 h Jay Lipman Analyst I Markets Coverage Group Deutsche Sank Securities Inc Deutsche Asset & Wealth Management 345 Park Avenue - 26th Floor New York. NY 10154 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 9494-0779 EETA_000 19649 EFTA00169386