EFTA01463084.pdf

EFTA01463084 EFTA01463085 EFTA01463086 EFTA01463087 EFTA01463088 EFTA01463089 EFTA01463090 EFTA01463091 EFTA01463092 EFTA01463093 EFTA01463094 EFTA01463095 EFTA01463096 EFTA01463097 EFTA01463098 EFTA01463099 EFTA01463100 EFTA01463101 EFTA01463102 EFTA01463103 EFTA01463104 EFTA01463105 EFTA01463106 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -0- CHARLOTTE AMALIE, ST. THOMAS, VI00802 To Whom These Presents Shall Come: I, the undersigned. LIEUTENANT GOVERNOR, do hereby certify that FINANCIAL INFOMATICS. INC. a Virgin Islands corporation, filed in the Office of the Lieutenant Governor on September 21.2012 as provided for by law. Certificate of Amendment Articles of Incorporation, duly acknowledged; changing its name to SOUTITERN TRUST COMPANY. INC WHEREFORE the said Amendment is hereby declared to have been duly recorded in this office on the aforesaid and to be in full force and effect from that date. Witness my hand and the seal of the Government of the United States Virgm Islands, at Charlotte Amalie, this 31"' day of October, A.D. 2012. i4eeif' G Y R. FRANCIS Lieutenant Governor of the Virgin Islands DEPM^TMENT OF THE TREAStTOY INTERNAL REVENUE SERVICE CINCINNATI- OH 45999-0023 a IRS Date of this notice: 02-14-2012 Employer Identification Number: 66-0779861 . VS^lb 0 Form: SS-4 .0- Number of this notice: CP 575 A EFTA01463107 C FINANCIAI. INFOMATICS INC 9100 HAVENSIGHT 15 16 ST THOMAS, VI 00802 0 31- 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 M EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you BIN S6-0779861. This EIN 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 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. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. 01/31/2013 03/15/2012 If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538,' Accounting Pei'iods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure EFTA01463108 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity- Classification Election. See Form 8832 and its instructions for additional information. Form 941SS Form 1120 IMPORTANT INFORMATION FOR S CORPORATION ELECTION; If you intend to elect to file your return as a .small busine.ss corporation, an election to file a Form 1120-S must be made within certain timeframes and the • corporation must meet certain tests. All of this information is included in the instructions for Form 2553, Election by a Small Business Corporation, Corp No. 581871 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -- 0 -- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 au l"rejientt ftliall ComeJ" I, the undersigned, LIEUTENAN T GOVERNOR, DO hereby certifies that FINANCIAL INFORMATICS, INC. Business Corporation of the Virgin Islands filed in my office on November 18,2011 as provided for by law. Articles of Incorporation, duly acknowledged. WHEREFORE the persons named in said Articles, and who have signed the same, and their successors, are hereby declared to be from the late aforesaid, a Business Corporation by the name and for the purposes set forth in said Articles, with the right of succession as therein stated. Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. 1'homas, this 8th day of December, 2011. gWtT)ry R. FRANOS I deutcnant Governor of the Virgin Islands h iA Ml ^ T• v ARTICLES OF INCORPORATION OF FINANCIAL INFOMATICS, INC. We, the undersigned, for the purposes of associating to establisli a corporation for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions and subject to the rccluirements of tlic laws of the Virgin Islands of the United States (hereinafter called the EFTA01463109 "Virgin Islands"), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE I The name of the Corporation (hereinafter referred to as the "Corporation") is Financial Infomatics, Inc. ARTICLE II The principal office of die Corporation in the Virgin Islands is located at 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands, 00802 and the name of the resident agent of the Corporation is Kellerhals Ferguson LLP, whose maihng address is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802, and whose physical address 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands. ARTICLE III Without limiting in any manner die scope and generality of the allowable funedons of the Corpoi"tion, it is hereby provided that the Corporadon shall have the following purposes, objects and powers: ^ (1) To engage in any lawful business in the United States Virgin Islands. m or m (2) To enter into and carry out any contracts for or in relation to the foregoing business with any person, firm associadon, corporadon, or government or governmental agency. (3) To conduct its business in the United States Virgin Islands and to have offices within die Uiirted States Virgin Islands. 0 r-i -i r'.i (4) To borrow or raise money to any amount permitted by law by the sale or issuance of obligadons of any kind, to guarantee loans, other types of indebtedness and financing obligadons, and to secure the foregoing by mortgages or other liens upon any and all of die property of every kind of the Corporadon. (5) To do aU and everything necessary, suitable and proper for die accomplishment of any of the purposes or the attainment of any of the objects or die exercise of any of the powers herein set forth, eidier alone or in connection with other firms, individuals, associadons or corporations in the Virgin Islands and elsewhere in the United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out of or connected with the said business, purposes, objects and powers of any part thereof not inconsistent EFTA01463110 widi the laws of die Virgin Islands, and to exercise any and all powers now or hereafter conferred by law on business corporations whethei- expressly enumerated herein or not. The purposes, objects and powers specified in this Article shall not be limited or restricted by reference to the terms of any other subdivision or of any other article of these Articles of Incorporation. I ARTICLE IV The total number of sliarcs of all classes of stock tliat the Corporation is authorized to issue is Ten lliousand (10,000) shares of common stock at 5-01 par value; no preferred stock autliorized. The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars (f 1,000). ARTICLE V The names and places of residence of each of the persons forming the Corporation are as follows: NAME RESIDENCE Erika A. Kellerhals Gregory J. Ferguson Brett Geary 2E-19 Estate Caret Bay, St. Thomas, V.I. 00802 31-B Peterborg, St. Thomas, V.I. 00802 2-1 IB St. Joseph & Roscndahl, St. Thomas, V.I. 00802 ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII For the management of the business and for the conduct of die affairs of the Corporation, and in further creadon, definition, limitation and regulation of the powers of the Corporation and of its directors an^ stockholders, it is further provided: 0 - , '• The number of directors of the Corporation shall be fixed by, or in the manner provided in, the by-laws, but in no case shall the number be fewer than three (3). I'he directors nefed not be stockholders. . • > 0) In furtherance and not in limitation of the powers conferred by the laws of thq Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: (2) EFTA01463111 (0) To make, adopt and amend the by-laws of the Corporation, subject to the powers of the stockholders to alter, repeal or modify the by-laws adopted by the Board of Directors. To authorize and issue obligations of the Corporation, secured and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in its sole discretion may determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and liens upon any property of the Corporation, real or personal, including after acquired property. To determine whether any and, if any, what part of the net profits of the Corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof. (b) (c) 2 (d) To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the business of the Corporation (including the acquisition of real and personal propert)' for this purpose) and for any other purpose of the Corporation. (e) To establish bonus, profit-sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also dhectors) of the Corporation, and to fix the amount of profits to be distributed or shared or contributed and the amounts of the Corporation's funds or otherwise to be devoted thereto, and to determine the persons to participate in any such plans and the amounts of tlieir respective participations. (0 To issue or grant options for the purchase of shares of stock of the Corporation to officers and employees (including officers and employees who are also directors) of the EFTA01463112 Corporation and on such terms and conditions as the Board of Directors may from time to time determine. (g) To enter into contracts for the management of the business of the Corporation for terms not exceeding five (5) years. (h) To exercise all the powers of the Corporation, except such as are conferred by law, or by these Articles of Incorporation or by the by-laws of the Corporation upon the stockholders. (i) To issue such classes of stock and series within any class of stock with such value and voting powers and with such designations, preferences and relative, participating, optional or other special rights, and quahfications, Umitations or restrictions tl^cof.'as is stated in die resolution or resolutions providing for the issue of such stock adopted; by the Board of Directors and duly filed with die office of the Lt. Governor of the Virion Islands in accordance with Sections 91 and 97, Chapter 1.3, Virgin Islands Code, as the same may be amended from time to time. ' ri cr> ARTICLE VIII No stockholder shall sell, convey, assign or otherwise transfer any of his or her shares of stock without first offering the same to the Corporation at the lowest price at which the stockholder is wilhng to dispose of the same; and the Corporation shall have diirty (30) days within which to accept same; the Corporation shall notify the stockholder of its election in writing. If accepted by the Corporation, the stockholder shall pronipdy assign the shares of stock to the Corporation, and the Corporation shall promptly pay therefor. If the Corporation rejects the offer, dien the stockholder shall offer die stock to the remaining stockliolders under the same terms as offered to the Corporation; and the remaining stockholders shall have thirty (30) days within which to collectively or individually accept the same in writing. If the remaining stockholders reject the offer, then the stockholder shall have the right to sell the stock at the same or a greater price dian that at which it was offered to the Corporation. If the stockholder shall desire to sell the stock at a lesser price than that originally quoted to the Corporation, the stockholder must then repeat the process of offering EFTA01463113 the stock for sale to the Corporation and the stockholders in turn. Shares of stock in this Corporation shall not be transferred or sold until the sale or transfer has been reported to the Board of Directors and approved by them. 3 No stockholder shall pledge as collateral for indehtedncss any shares of stock without fust obtaining the written consent of a majority of the disinterested members of the Board of Directors of the Corporation. ARTICLE IX At all elections of directors, each stockholder shall he entitled to as many votes as shall equal the number of votes that (except for such provision as to cumulative voting) the stockholder would be entitled to cast for the election of directors with respect to his or her shares of stock multiplied by the number of directors to be elected. 'I'he stockholder may cast all votes for a single dhcctor or distribute them among any two or more of diem as he or she may see fit. At least ten (10) days notice shall be given, however the shareholders are entitle to waive notice of the meeting as provided by law. Furthermore, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLE X Subject to the provisions of Section 71, Tide 13, Virgin Islands Code, the Corporation may enter into contracts or otherwise transact business with one or more of its directors or officers, or with any firm or association of which one or more of its directors or officers are members or employees, or with any other corporation or association of which one or more of its directors or officers are stockholders, directors, officers, or employees, and no such contract or transaction shall be invalidated or in any way affected by the fact that such director or dkectors or officer or officers have or may have interests therein that are or might be adverse to the interests of the Corporation even though the vote of the director or directors having such adverse interest is necessary to obligate the Corporation on such contract or transaction, provided that in any such case the fact of such interest shall be disclosed or known to the directors or stockholders acting on or in reference to such contract or transaction. No director or directors or officer or officers having such disclosed or known adverse^interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other person '.for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such dhcctor pt dii'ectors or officer or officers be accountable for any gains or profits realized EFTA01463114 thereon. The provisions of this iArticle shall not be construed to invalidate or in any way affect any contract or transaction that would^ othetM^ise be valid under law. ARTICLE XI (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a dkector, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if: (1) he or she acted (A) in good faith and (B) in a manner reasonably believed to be in or not opposed to the best interests of the Corporation; and (2) witli respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. 4 The termination of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner whicli he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe tliat his conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the officer, employee, or agent of the Corporation, or is or was serving at the request of the venture, trust, or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted: (1) in good faith; and (2) in a manner he or she reasonably believed to be in or not opposed to the EFTA01463115 best interests of the Corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his ot- her duty to the Corporation unless and only to the extent that the court in which such action or suit is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (c) To the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otlicrwise in defense of any action, suit, or proceeding referred to in subparagr:jphs (a) and (b), or in defense of any claim, issue, or matter therin, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in conneetton therewith. (d) Any indemnification under subparagraphs (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that he or shc.had met the applicable standard of conduct set fortli in subparagraphs (a) and (b). Such determination shall be made: (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. Expenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by die Corporation in advance of tlic final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undcrtalting by or on behalf of the dkector, officer, employee, or agent to repay such amounts unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as audiorized in diis article. (f) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeldng indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in EFTA01463116 another capacity while holding such office, and shall continue as to a person who has ceased to be a (e) 5 director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person. (g) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article. ARTICLE XII The Corporation reseives the right to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions authorized by the laws of the Virgin Islands in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the Board of Directors and the stockholders by these Articles of Incorporation are granted subject to the provisions of this Article. D5 0 C'.' cr.i c:" 00 T CT> [signature page follows] 6 IN WITNESS WHEREOF, we have hereunto subscribed our names this 17tli day of November, 2011. c: c Erika A. Kellerlii^, Inc lorator 7 (jiegory 3. Ferguso^ Incorporator EFTA01463117 > A i Brett Geary, Incorporator 0 'I'ERRITORY OF THE UNITED STATES VIRGIN ISLANDS ) DISTRICT OF ST. THOMAS AND ST. JOHN The foregoing instrument was acknowledged before me tliis 17th day of November. 2011, by Erika A. Kcllerhals, Gregory J. Ferguson, and Brett Geary. Ha [ . rql"taiy Public GINA MARIE BRYAN NOTARY PUBLIC NP 069-09 COMMISSION EXPIRES 09/28/2013 ST. THOMAS/ST, JOHN, IJSVI 0 0 :j <1:3 CO •« .rr- cn 7 CorpNo. 583164 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES ■ mmV CHARLOTTE AMALIE, ST. THOMAS, VI 00802 CERTIFICATE OF EXISTENCE M Tgo ^Ijom tgjieste ^rcsfcntiet I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands do hereby certify that I am, by virtue of the laws of the Virgin Islands, the custodian of the corporate records and the proper 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 on February 25, 2013 and has a legal existence as a Limited Liability Company so far as the records of this office show. EFTA01463118 Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 27th day of February, 2013. GREHORY R. FRANCIS Lieutenant Governor of the Virgin Islands ARTICLFS OF ORGANIZATION OF SOUTHERN FINANCIAL, LLC I, the undersigned natural person of the age of eighteen years or more, actiirg as organizer of a limited hability company under the Uniform Liinited Liability Compairy Act, Chapter 15, Title 13, Virgin Islands Code ("Uniform Limited Liabilit)' Company Act"), do hereby adopt the following Articles of Organization for such limited liability company: ARTICLE ONE NAME, ADDRESS AND PRINCIPAL OFFICE Name and Address 1. The name and address of the limited liabilih- company shall be Southern Financial, LLC (the "Company"), 9100 Port of Sale Mall, Suite 15, 5t. Thomas, 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 for the transaction of business of the ^flip shall be the address stated in Paragraph 1 of these Articles as the physical alidress 'pf Company. , ' o T< ' r'0 a rn ; m_] "10 I'-i C3. > 0 any the •( Resident Agent and Office o> ' "Ill iesignated office is 9100 Porf df SiTe Mall, Suite ii ..r: 3. The mailing address of tire Company's iiritiai aes 15, St. Thomas, U.S. Virgin Islands 00802. to The physical address of the Company's initial desigirated office is 9100 Port of Sale Mail, EFTA01463119 Suite 15, St. Thomas, U.S. Virgin Islands 00802. The name of its initial resident agent at such address is Business Basics VI, LLC. The business address of the resident agent and the address of the designated office identical, are ARTICLE TWO PURPOSE The purpose for which the Company is organized is 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 laws of the U.S. Virgin Isiands. The foregoing paragraph shall be conslrued as armineratiirg both objects and purposes of tlris Comparry, 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 shah be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. ARTICLE FOUR ORGANIZER 0 0 The name and address of the organizer of this Company is: 'H ;o mmV.I Mailing Address: 9100 Port of Sale MalhrSuits$lI^ St. 'Ihomas, U.S. Virgin Islands 00802 5 ^ ' f S •-0 m Greg J. Ferguson C..> r.TT.') Physical Address: 9100 Port of Sale Mull/'"ite-"Si? St. Thomas, U.S. Virgin Islands 00802 ' ' ' fii 0' i.0 ARTICLE FIVE MANAGEMENT EFTA01463120 The Company shall be manager-managed. The u-drial manager of the Comparry 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. Tlromas, U.S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Comparry shall begin busiiress with capital in the amouirt of One Thousarrd United States Dollars (US $1,000,00). ARTICLE SEVEN LIMITATION OF LIABILITY No marrager of the Comparry shall be liable to the Company or its members for monetary damages for an act or air omission hr such manager's capacity as a member, except for liability of a marrager for (i) a breach of a mairager's duty ox loyalty to the Company or its members, (ii) an act or omissioir, not in good faitlr, that constitutes a breach of duty of a marrager to the Comparry or an act or omission that involves intentional misconduct or a kirowhrg violatioir of the law, (iii) a transaction from which a marrager received an improper benefit, whether or not the benefit resulted from an actioir taken witlrin tire scope of the mairager's positioir, or (iv) air act or omissioir for which the liability of a marrager is expressly provided for by an applicable 2 statute. If the Uniform Liiuited Liability Company Act or other applicable law is amended to authorize action furtirer eliminating or limiting the liability of managers, tlien 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 LIABILrrY No member of the Company shall be liable for the debts and obligations of the Company under Section 1303, Subsection (c) of the Uniform limited Liability Company Act. ARTICLE NINE SEVERABILITY If any phrase, clause, semtence, par-agraph, or provision of these Articles of Ckganization is held to be void or illegal, then it shall not impair or affect the balance ohihes^'^Articles, and tire EFTA01463121 •undersigned Orgairizer of the Compairy does hereby declare that he mw.oul.d;:Ira'v(fi^ signed and executed the balance of tlrese Articles without such void or illegal provisidns.c'-' cj-r El< 0 ii i-n I—k o o-> I...^ m -r ;:x> I -m! ”r" -r CO [signature page follows] 3 IN WITNESS WHEREOF, the undersigned person has hereunto set his hand as Organizer of the Company diis 25th day of February, 2013. .'u'Creg J. Ferguson rv,'> c;.) p to 0 r" -n IN THE TERRITORY OF THE UNITED STATF3 VIRGIN ISLANDS UNITED STATES OF AMERICA J -V', :xf 0 " cn < BEFORE ME, the undersigned authority, on this 25th day of February; 201S, pex'^nally appeared Greg J. Ferguson, who, beiirg by me first duly sworn, declared that he"^is tS^ fi^rson who signed the foregoing document as tire Organizer of the Comparry and<;!- EFTA01463122 lhat!rfl^e staitements contained in these Articles of Orgairization are true. / ;:.1 Notary Public m arid for the Tei:fitory of the United States Vu-gin Islands My commission expires: U Brett A, Geary Notary I'ublic NM2a-ll St. Thomas / St. John. USVI MyCommission Expires; 13socmbcr21, 2015 4 FORM ■ RACA12 The United STAtES V:?gin Islands OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS Sires RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS Business Basics VI, LLC This writing witnesseth that I, the undersigned Southern Financiai. LLC having been designated by as resident agent of said company, upon whom service of process may be made in all suits arising against said company in the Courts of the Unired 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. 25th IN WITNESS WHEREOF, I have hereunto set my signature this rebruary 2013 day of ro c=:) 0 CO 0 I DECIARE, UNDER PENALTY OF PERJURY. UNDER THE LAWS OF THE UNITED STATES VIRGIN 'StANOS. THAT ALL STATEMENTS CONTAINED IN THIS^A^PIICAITO^. AnB ANY ACCOMPANYING DOCUMENTS, ARE TRUE AND CORRECT, WITH FULL KNOV/LEDGE THAT ALL EFTA01463123 STATEMENTS MADE IN THIS APPLICATION ARE SUVjECI TcTlM^fESTIG^TfoN AND THAI ANY FALSE OR DISHONEST ANSWER TO ANY QUESTION MAY D£ GROUNDS FOR DENIAL OR SUBSEQUENT REVOCATION OF REGISTRATTON. -jj ' o cn < ' ...-'TSi. m *. SIGNATURE OF REStDENPAGetiTil^^ li! cci in t 340.779.2564 n, "I DAYTIME CONTACT NUMBER 9100 Port of Sale Mall. Ste 15. St. Thomas, W00802 MAILING ADDRESS 9100 Port of Sale Mall. Ste 15, St. Thomas, VI 00802 PHYSICAL ADDRESS [email protected] EMAIL ADDRESS NOTARY ACKNOWLEDGEMENT Subscribed and sworn to before me this day of at i\ • ev /• Notary Public Brett A. Geary Nolnry Public Nl'-i:4-ll Si. I boiiv.is / SI. John, USVI My Commission Hupircs: IX'cambor 21 V My Commis^i0T Expires ,201s a IRS DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE EFTA01463124 CINCINNATI OH 45999-0023 Date of this notice: 02-28-2013 Employer Identification Number: 66-0799192 Form: SS-4 Number of this notice: CP 575 G SOUTHERN FINANCIAL LLC % SOUTHERN TRUST COMPANY INC SOLE M 9100 PORT OP SALE MALL STE 15 ST THOMAS, VI 00802 For assistance you may call us at: 1-800-829-4933 IP YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 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 your 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 an 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 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 our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only EFTA01463125 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 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 EIN is SOUT. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. (IRS USE ONLY) 575G 02-28-2013 sour 0 9999999999 SS-4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 G 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 02-28-2013 EMPLOYER IDENTIFICATION NUMBER: 66-0799192 NOBOD FORM: SS-4 1 INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 SOUTHERN FINANCIAL LLC % SOUTHERN TRUST COMPANY INC SOLE M 9100 PORT OF SALE MALL STE 15 ST THOMAS, VI 00802 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, B3, St. Thomas, U.S. Virgm Islands 00802, and which hereby forms Southern Financial, LLC, a U.S. Virgin Islands Limited EFTA01463126 Liability Company (the "Company") pursuant to the U.S. Virgin Islands Unifoim Limited Liability Company Act (the "Act") upon the following terms and conditions: SECTION! ORGANIZATION & FORMATION Ai Formation. The Company has been organized as a U.S. Vhgin Islands Limited Liability Company under and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on Febmary 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. Pmposes. 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. Registered Office and Resident Agent 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 Port of Sale Mall, Suite 15, St. Tliomas, 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: 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 amovmt of cash, or of the property-in-kind, or both. 1 set forth opposite the Sole Member's name on the Schedule of Capital EFTA01463127 Contributions attached hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so subscribed and conhibuted 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 in 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 restiictions 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 m CAPITAL ACCOUNT A, Capital Account. 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. Increases in Capital Accormt. 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-l(b)(2)(iv)- (d), (e), EFTA01463128 (f) and (g) and Section 1.704-1(b)(4)(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 1.704-1 (b)(2)(iv). 2 (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 dishdbuted to the members by the Company pursuant to any provision of this Agreement. 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). (b) (c) Allocations to the members of Losses. 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 are neither deductible nor properly chargeable to Capital Accounts under Code Section 705(a)(2)(B) or ai'e treated as such expenditmes 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. (d) The amount of any liabilities of the members that ai'e assumed by the (e) 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 and credited or charged to the Sole Member. B. Distributions. 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 EFTA01463129 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 C, Distribution upon Liquidation of the 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 vrill be distributed in cash to the Sole Member and any dissociated members whose interests have not been previously redeemed first, in dischai- ge of their respective capital interests; and then, in proportion to the Membership Units. 2. If the Company lacks sufficient assets to make the distributions described in the foregoing paragraph, the Company will malce 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. 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 full and complete authority, power and discretion to do all things necessary or convenient to manage, control and carry out the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. 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 transferee 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 otherwise provided by law or expressly assumed, the Sole Member shall not be personally liable for the acts, debts or liabilities of the Company. B. Indemnification. 1. Except as otherwise provided in this Section, the Company shall indemnify EFTA01463130 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 person 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 cai-e an ordinarily prudent 4 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 tire 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 permitted under this Section, unless ordered by a couil, 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 deteimination 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 EFTA01463131 event that there ai'e 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 Jeffiey Epstein is a party or threatened to be made a party to the action, suit or proceeding). SECTION VII LIQUIDATION 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 Headings. 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, limit or 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 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 in writing and signed by the Sole Member. 5 D. Binding 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 disputes 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 M