EFTA01282440.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 Arundel, LLC hereinafter called the "Limited Liability Company" or "LLC," and hereby as Mane ol Untiled larMtY ConiperWl authorizes Deutsche Bank Securities Inc. I referred to herein as 7013SI") to open a securities account for the Limited Liability Company, to be known as the Account. 3c rayC 14/:14.4- C. l c (.4 eine is/are hereby appointed agent(s) and attomey(s)-in-fact of the Limited Liability Company (each an "Agent"). Each Agent is authorized to buy, sell (including short sales) and trade in stockS, bonds and any other securities, listed or unlisted. on margin.or otherwise, in said account in accordance with ()BSI's terms and conditions and at the LLC's risk. DBSI may conclusively assume that all actions taken and instructions given by each Agent have been properly taken or given pursuant to authority vested in each Agent by all of the members in the LLC. DBSI is authorized to follow the instructions of said Agent(s) in every respect concerning said account. and to make delivery of securities and payment of moneys to sad Agem(s) or as said Agent(s) may order and direct and to send said Agent(s) all reports, confirmations and statements relating to said account. Each Agent is hereby authorized to execute and deliver on behalf of the LLC a Customer Agreement, Stock Loan Agreement and any other agreement(s) or document(s) DBSI may require, and to act for the LLC in every respect concerning said account and to do all other things necessary or incidental to the conduct ,of said account. This authorization and indemnity is in addition to. and in no way limits or restricts, any rights which DBSI may have under any other agreement or agreements with the undersigned. or arty of them, now existing or hereafter entered into, and is binding on the undersigned and their legal reprnsentatives, successors and assigns. This authorization and indomnity is also a continuing one and shall remain in full force and effect and DBSI may continue to rely on this authorization until such time as it receives written notice of its termination. No such termination shall affect any liability arising out of any transaction initiated prior to such termination.. The LLC, and each of its members, agrees (I) to indemnify and hold DBSI harmless from all costs, expenses (Including reasonable attorneys fees) and liability related to nr arising from disputes by or among ony of the mentbers with respect to said account and (ii) to pay on demand any debit balance in said account. Each of the undersigned agrees to advise 0851 in writing it he, she or any partner is, or becomes, an employee or member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock), the Financial Industry Regulatory Aothnrity, any broker-dealer, or is, or becoroos, a senior officer of any bank, savings and loan institution. insurance company, registered investment company, regisiered investment advisory firm or institution that purchases securities, or is, or becomes, a member of the immediate family of such a person. This authorization and indemnity shall inure to the benefit of 0851 and its successors in business, irrespective of nny change or changes of any kind in the personnel thereof for any cause whatsoever. The undersigned has read and agrees to the terms of the authorq and indemnity o -7,91413 Signature of Managing ember Date Jeffrey Epstein Print Name Deutsche Batik Securities inc., a subsidiary of Deutsche Bank AG. Conducts Investment baiting and securities activities In the United States. LL A 1111 06PW1.16188 01.4 25C (05/111 LLCA 006413.051811 SDNY_GM_00037931 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0000755 EFTA_00I 48540 EFTA01282440  OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LLC A U.S. Virgin IslandsLimited Liability Company THIS OPERATING AGREEMENT (this "Agreement`)' is made and entered into as of February 26, 2013, by Southern Trust Company, inc. (hereinafter referred to as "Sole Member"), with a business address is 6100 Red Hook Quarter; 133, St. Thomas, U.S. Virgin Islands 00802, and which hereby forms Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the "Company") pursuant to the U.S. Virgin Islands Uniform Limited Liability Company Act (the "Act") upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. formation. The Company has been organized as a U.S. Virgin Islands Limited Liability Company under and pursuant to the.U.S. Virgin Islands Limited Liability Company Act (the "AM") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on February 25, 2013, as required by the Act B. Name. The name of the Company shall be "Southern Financial, LLC". The Company upon proper notice and filing with the Office of the. Lieutenant Governor of the U.S. Virgin Islands may conduct its business under one or more assumed names. C. Purposes. The purpose of the Company is to operate any lawful business or to effectuate any purpose permitted by the law of the territory of the U.S. Virgin Islands. The Company shall have all the powers necessary or convenient to affect any purpose for which it is formed, including all powers granted by the Act. D. Duration. The Company shall continue in existence perpetually, beginning on the date of filing of the Articles, unless terminated by law or dissolved and terminated, E. rce and The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Business Basics VI, LLC, 9100 Port of Salo Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The Company's principal place ofbusiness is 6100 Red Hook Quarter, 133, St. Thomas, U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine. SECTION It CAPITAL, STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution by the Sole Member:Initial Issuance. The Sole Member's ownership rights in the Company shall be reflected in "Membership Units", as recorded in the Company's records. Upon the formation of the Company, the Sole Member shall make a capital contribution to the capital of the Company in the amount of cash, or of the property-in-kind, or both, SDNY_GM_00037932 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000756 EFTA_00148541 EFTA01282441  set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so subscribed and contributed for. The Sole Member. may make additional capital contributions at any time and in any amount that it may desire. B. Transfer of Membership _nits, The Sole Member may transfer any or all of its Membership Units to any person or persons, at any time and from time to time. Subject to the provisions of this Section, the Sole Member may assign its Membership Interest in the Company in whole or is part. The assignment of a Membership Interest does not itself entitle the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is only-entitled to receive, to the extent assigned, the distributions the assigning Sole Member would otherwise be entitled to, and such assignee shall only become an assignee of a Membership Interest and not a substituted member. An assignee of a membership interest shall be admitted as a substitute member and shall be entitled to all the rights and powers of the assignor only if all the members consent. If admitted, the substitute member, has to the extent assigned, all of the rights and powers, and is subject to all of the restriction's and liabilities of the members. C. No jqterest: No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a return of, a capital contribution or any portion thereof. SECTION III CAPITAL. ACCOUNT A. Capital AGgqu,4t• A capital account ("Capital Account") shall be maintained for the Sole Member, and any additional member in accordance with the provision of this Article. 1. ImeasojnCapital Acco nt. The Capital Account of the members shall be increased by: (a) The fair market value of the members' initial capital contribution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1(b)(2)(iv)(cl), (e), (0 and (g) and Section l.704-1(bX4)(1) shall be made. (h) The members' share of the increase in the tax basis of Company property, if any, arising put of therecapturc of any tax credit. (c) Allocations to the members of Profit. (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Sectiott 1.704-1(b)(2)(iv). 2 SDNY_GM_00037933 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000757 EFTA (()148542 EFTA01282442  (e) The amount of Company liabilities that are assumed by the members. 2. pecnascs in Capital Account. The Capital Account of the members shall be decreased by: (a) The amount of money distributed to the members by the Company purshant to any provision of this Agreement. (b) The fair market value of property distributed to the members by the Company (net of liabilities secured by such distributed property that such members are considered to assume or take subject to under Code Section 752). (c) Allocations to themei-fibers of Losses. (d) Allocations to the members of deductions, expenses, Nonrecourse Deductions and net losses allocated to it pursuant to this Agreement, and the members' share of Company expenditures which arc neither deductible nor properly chargeable to Capital Accounts under Code Section 705(a)(2)(8) or are treated as such expenditures under Treasury Regulation Section 1.704-1(bX2)(iv)(i). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (e) The amount of any liabilities of the members that are assumed by the Company. SECTION IV ALLOCATIONS AND DISTRIBUTIONS. A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses and other hems of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income; gain, loss, deduction, and credit recognized or allowable for Federal income tax puiposes shall be allocated and credited or charged to the Sole. Member. B. Thstributions. Net cash flow shall be distributed in the following priority, 1. First, to the Sole Member in repayment of any advance of funds to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if any; 2. Additional distributions, if any will be made to the Sole Member, in such amounts and at such times as determined by the Sole Member. 3 SDNY_GM_00037934 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000758 EFTA_00148543 EFTA01282443  C. Pisnibution upon liquidation-tithe Company. 1. At the termination, of the Company and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash to the Sole Member and any dissociated members whose interests have not been previously redeemed first, in discharge of their respective capital interests; and then, in pmportion to the Membership Units. 2. If the Company lacks sufficient assets to make the distributions described in the foregoing paragraph, the Company will make distributions in proportion to the amount of the respective capital interest of the Sole Member and any dissociated members whose interests have net been previously redeemed. SECTION V IWANAGEMENT OF BUSINESS A. In Oenered. Tho Company shall be manager-managed. Jeffrey Epstein shall be the initial manager of the Company. The manager shall manage the business and affairs of the Company and shall have full and complete authority, power and discretion to do all things necessary or convenient to manage, control and carry but the business, affairs and properties of the Company, to make all decisions regarding those natters and to perform any and another acts or activities customary or incident to the management: f the Company's business. ofklestership (Ms. A Membership Unit is entitled to be voted only if it is owned by a member and each such Membership Unit shall be entitled to one vote. Neither an assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is admitted as a member. SECTION VI EXCULPATION OF LIABILITY: ImmoinciatoN A. Excplpation of Pabiljty. Unless otherwise provided by law or expressly assumed, the. Sole Member shall not he personally liable for the acts, debts or liabilities of the Company. II. Indemnification, I. Except as otherwise provided in this Section, the ,Company shalt indemnity the manager of the Company and may indemnifY any employee or agent of the Company who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil,. criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the right of the Company, by reason of the fact that such perstm is or was a member, employee or agent of the Company against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if the person acted in good faith, with the cam an ordinarily prudent 4 SDNY_GM_00037935 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000759 EFTA_00148544 EFTA01282444  person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful. 2. To the extent that any manager, member, employee or agent of the Coinpany has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such' person shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. 3. Any indemnification permitted under this Section, unless ordered by a. court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the members who are not parties or threatened to be made parties to the action, suit or proceeding (except in the event that there arc no members other than the Sole Member, in which event the determination and evaluation shall be made by the Sole Member, regardless of whether or not Jeffrey Epstein is a party or threatened to he made a party to the. action, suit or proceeding). SECTION VII LIQUIDATION The Company shall be dissolved, and shall tenninete and wind up its affairs, upon the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section Ileadinp,s. The Section headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limiter describe the scope or intent.of any provision of this Agreement. B. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall' not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid ortutenforceable provisions were omitted. C. amendment. This Agreement may be amended or revoked at any time, in wilting, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in wilting and signed by the Sole Member. S SDNY_GM_00037936 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000760 EFTA_00148545 EFTA01282445  D. Eroding Eject. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. Governinsii...e. Regardless of the place where this Agreement may be executed by the Sole Member, the rights and obligations of the Sole Member, and any claims and disputcs relating thereto, shall be subject to and governed by, and construed and enforced in accords= with the laws of.the Territory of the U.S. Virgin Islands. IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year first written above. WITNESSETH: By: SOUTHERN TRUST COMPANY:7ga, Sole Member By: effrey E. Epstei itt 6 SDNY_GM_00037937 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000761 EFTA_00148546 EFTA01282446  Deir p .sr ki ARTICLES OF ORGANIZATION OP (k.jp1,. Nib :. SOUTHERN-FINANCIAL, • L. the timiersigned natural person of the age of aightteo years or more, acting as .otgariiver of a !MIR& liability company antler the. Uniform Limited Liability Company Act, Chapter 15, Title 13, Virgin islands Code ("Uniform Limited Liability Company Act'), .dei hereby adopt the following Articles of Organization for st.tchlirniteci inability cornpanr ARTICLE ONE NAME, ADDRESS. AND PRINCIPAL OFFICE. Name and Address 1. 11mila/tie and address of the limited liability cLanpany shall be &tattler° Financial, LLC Late "Company"), 9:00 Port. f Sale Mall, Suite 13. St. Thomas, US. Virgin islands 00802. The physical address.and mailing address Of the Company are the same. Principal Office 119 0 1.3 2. The principal office and permanent .address Ak r the transaction of businelp °Film rprny shull be the address slated in Paragraph 1 ei these Articles as the physital 'atidrepsh the Company. cn • :44 rii • Resident Agent anti Office 7.3 1- 1, ci .3. The mailing address Of the Compel ty's.initiai designated office is 9100 Portd,ISaTe, 15, St. Thomat, US: Virgin Islands CXl802. , 4 t maSkiite rd.) The physical address of the Company's nItia. le:signaled office is 9100 Pen of. 'Sale Mall, Suite 15, St. Thomas, US. Virgin Islands 00802.. The name of its initial residentagentatauch attkMiNs.is Busin6.5 Basics \MAC The business address of the 'resident agent and the address of the. designated office are identical, ARTICLE TWO PURPOSE The purpose for which tare Company is oiganized to engage in.any and all lawful business for which a limited liability company may be organized under the Uniform Limited Liability Company Act and the other hews aim 4 SDNY_GA4_00037938 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000762 EFTA_00148547 EFTA01282447  The foregoing paragraph shall be construed as enumerating both objects and purposes of this Company, and it is hereby expressly provided that the foregoing numeration of specific purposes shall not be held to limit or restrict in any manner the purposes of this Company otherwise permitted by law. ARTICLE THREE DURATION AND CONTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve the Company by his or het-independent act of any kind. ARTICLE POUR ORGANIZE!' The name and address of the organizer of this Company is: :a ••11 33 O1 rl 13 " a O 74 Greg J. Ferguson Mailing Address: 9100 Pod of Sale kfall,rOuttarillq St. Thomas, 13.S. Virgin Islands 00802 al :c m o • '.7.3 ref Physical Address: 9100 Port of Sale MItIL:-AtiteglS? St. Thomas, U.S. Virgin Islands 00802 2.. ARTICLE FIVE M_ANAGEMasIT the Company shall be Manager-managed. The initial manager of the Company shall be Jeffrey Epstein. The physical and mailing address of the initial manager of the Company is 9100 Port of Sale Mall, Suite 15, St. Thomas, OS. Virgin Islands 00802. ARTICLE SIX CA '!L The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ARTICLE.SEVEN LIMITATION OFLIABILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (I) a breach of a manage duty of loyalty to the Company or its members, (ii) an act or omission, not in good faith, that constitutes a. breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (Iii) a transaction from which a manager received an impmper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable 2 SONY_GM_00037939 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000763 EFI'A_00148548 EFTA01282448  statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. ARTICLE EIGHT MEMBER LIAIIILITY No member of the Company shall be liable for the debts and obligations of the Company under Section 1303, Subaection(c) of the Uniform Limited Liability Company Act. ARTICLENINE SEVERAMLITY If any phrase, clause, sentence, paragraph, or provision of these Articles of Ofganization is held to be void or illegal, then it shall not impair or affect the balance ofc‘heseArtides, and the undersigned Organizer of the Company does hereby declare that he 1;voulFrhaliiisigned and executed the balance of these Articles without such void or illegal provisions.v-3 :1' iN) 0 1; 1 en d rn ;› rn '11 r" -14 ..r: [signature page inflame) 3 SDNY_Ghl_00037940 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000764 EFTA_00148549 EFTA01282449  IN WITNESS WHEREOF, the undersigned person has hereunto set his hand as Organizer of the Company this 25th day of February, 2013. /frees J. Pergron C) IN THE TERRITORY OF THE UNrrED STATES VIRGIN ISLANDS UNITED STATES OF AMERICA ) BEFORE ME, the undersigned authority, on this 25th day of liebrualy . `; 2111.5, Sinally •F appeared Greg J. Ferguson, who, being by me first duly sworn, declared that heals lson who signed the foregoing document as the Organizer of the Company and,:thattte statements contained in these Articles of Organization are true. --; to Notary Public in and for the Tetfitory of the United States Virgin Islands My commission expires: iliac A. ear St. slonimi Si. Juba. 03Y1 My Comminion Experet 11Nciebui 11.1015 4 SDNY_GM_00037941 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000765 EFTA_00 I 48550 EFTA01282450  FORM - RACA12 Redirninn'tr Istoa OFFICE OF THE LIEUTENANT GOVERNOR O4,pr DIVISION OF CORRORATIONS AND TRADEMARKS teSrA A . . . Cop.rilo RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS This veiling wilnessoth that 1, the undersigned 131151rfas Basics VI. .r.c having been designated by SouthOrn Financial. I.LC os teskfen1 agent of said company. open whoa .service of process- may be made in all soils arising ogainsl said.company in the Courts.ol the jnlind Stales Vigil) lslonds, do hereby consent to act as such agent and that service of process --nay be triode upon me in accordance wilh Bite 13, Virgin Islandt Code. IN WITNESS WHEREOF, I have heteunlo. set my signolume this 25th of iebruary 2013 •--• to..) I (*Clan MON Milan Of MANY. O1 .* WO LAWS Of flit mow ion.' vieFor MAROS. iteccomAnnue futiattfol. Aft Mt afe0 COflCT. WM HIM Mt MUMMY CONIAIMO JO Iftilluc KNOvittaftt TOE Alt Suanyinot tam Nnos Anatomy:pi s 'Oct prof il f no nal ANY lots Of MilfONISIMISIORIOnit COMM MAY It CROWDS fOtiatMliti Oa suntoffin ra,VOcainuipl I1O14RA1ON. Ji .:{7 :‘) 1‘) cl. 114 -.. F4 en S • •• stotiAtuee OPZIDE40A3W en r? -ts wi -Rat-43 7- 4 r9 9100 Port of Sale Mall, Ste 15. St. Tiontat000802 9.106 Port of Sale Mall, Ste 15. St. 11tontas. VI 00802' NOTARY ACJLNDINIEDGEMENT &fixated and swam to bprom me IN: Cia,,vgday at rateN,p4s6":- cO. , .1 a 11.4- i k s k•" )„,..fefaohsft-f: Welt A. Gan Moiety ratite Ne.12,111 aaaar -- stAtodoff I SI- Jahn Diainto M. 2W my o;riitire,Exiii.; My domollssi.nn ENpiro; SDNYGM00037942 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000766 EFTA_00148551 EFTA01282451  THEVIRGINGOVERNMENT ISLANDS OF OFTHEUNITED STATES -o- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 GOVERNOR OFFICEOFTHELIEUTENANT CERTIFICATE OF-EXISTENCE To Whom These Presents Shalt Come: I, GREGORY R. FRANCIS, Lieutenant Governor of the Vkgin. Istands„.do hereby certify: That SOUTHERN FINANCIAL, LLC filed Articles of Organization with the Office of the Lieutenant Governor on:Feint:1O:25i 2013 and the Company is duly-organized under the laws of the United States Virgin Islands; That the derail& ofthis LimitedLiability Company&perpetual; . That the.company has *paid all applicable fees to date; and That Articles of Terthination have not been filed by the company. In Witness Whereof, 1 have hereunto set my hand and affix the seal .of the Government of the United States Virgin Islands, at Charlotte Amalie, this 251h day of June, A.D. 20.13. • Lieutenant Governor of the Virgin Islands SDNY_GM_000379 3 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000767 EFTA_00148552 EFTA01282452  NcHnolssoi NIRO SlAIFS VIRGN IS ANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongons Gade 1105 King Sfroel Chorbile Amalie. Vet in Islands 00802 Chilstions loci. Virgin Islands 00820 Pho Phone - tax Fox • June 25, 2013 CERTIFICATION OF GOOD STANDING This is to certify that the corporation known as SOUTHERN TRUST COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMBER 8, 2011 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standing. rec or, 'vision o Corporation and Trademarks