EFTA01595069.pdf

It is a Oualified Institutional Buyer ("OIR") as described in Annex A hereto) of the following type: Corporation CI 'Insert type of institution as it appears in bold in Annex .4 hereto (e.g., insurance Company, investment adviser. etc.)). (ii) DS of rj)e. r .20.1\ ,(Insert a specific date on or after the last day of the undersigned's most recently ended fiscal year.). the undersigned owned or invested on a discretionary basis $ aoch million (insert a specific f fuilar amount.) of "eligible securities" (as SCL forth in Annex A); (iii) if the amount specified in clause (ii) above is less than $100.000.000 but not less than $10,000,000. the undersigned is a dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Exchange Act"); (iv) i' the amount specified in clause (ii) above is less than $10,000.000, the undersigned is a dealer registered pursuant to Section 15 of the Exchange Act acting in a risidess principal transaction on behalf of a QIB; (v) if the undersigned decides to purchase Rule 144A securities for the accounts of others, it will only purchase Rule 144A securities for accounts that independently qualify as QiBs as defined in Rule 144A; and deatsfk QIBLIST CERTIFICATION CERTIFICATE OF RULE 144A QUALIFIED INSTITUTIONAL BUYER AND SECTION 3(C)(7) QUALIFIED PURCHASER Fax I, In connection with a purchase or purchases of privately offered securities pursuant to Rule 144A under the Securities Act of 1933, the undersigned certifies that it is familiar with Rule 144A. agrees that persons selling securities to the undersigned in reliance upon Rubs 144A may rely on the information contained in this certificate and represents and warrants that: (i) oava (vi) the undersigned's current fiscal year ends on vec...err,$cr D% .20 NI 11, The undersigned certifies that it has read Annex B -"Restrictions on Sales of Book -Entry Securities Designated QIB/QP or 3(c)(7)" attached hereto. For the purposes of determining that the undersigned is a "Qualified Purchaser" as defined in Sections 3(c)(7) and 2(a)(51) and the related rules of the Investment Company Act of 1940, as amended, the undersigned represents and warrants that: (i) it is not a: "dealer described in (ii) of Armes. A that owns and invests on a discretionary basis less than $25,000,000 in eligible "securities" (excluding securities constituting the whole or part of an unsold allotment to or subscription as a participant in a public offering); or "plan" described in (f) or (g) of Annex A or a "trust fund" described in (h) of Annex A that holds assets for such a plan, the investment decisions of EFTA01595069 which are made by the beneficiaries of the plan and not solely by the fiduciary, trustee or sponsor of the plan: (ii) the undersigned is not an entity that was formed for the specific purpose of investing in Section 3(c)(7) securities (or if is was formed for such purpose, then each beneficial owner of Is securities is a Qualified Purchaser): (iii) if the undersigned was formed prior to April 30, 1996 and is an investment company excepted from the investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof, then its treatment as a Qualified Purchaser has been consented to (in the manner required by Section 2(a)(51)- (C) of the Investment Company Act and rules thereunder) by its beneficial owners who acquired their interests on or before April 30,1996; and (iv) Each of the sub -accounts listed and attached hereto can independently make the representations and warranties in this Part II. If the undersigned decides to purchase securities designated Q1B/QP or 3(c)(7) for the accounts of others. it will only purchase for accounts which can, and each such account will be deemed to, make the representations and warranties in Part I(i) above and this Part IL (An insurance company may purchase for one or more of its separate accounts without regard to whether such separate account could independently make those representations and warranties.) III. The undersigned agrees to promptly advise you if any of the representations or warranties in this certificate ceases to be true. IV. undersigned certifies that the undersigned is the institution's chief financial officer, a person fulfilling an equivalent (unction, or other executive officer of the purchaser. If the institution is a member of a "family of investment companies", the certification must be submitted by an executive officer of such institution's investment advisor. 'Institution Name Financial Trust Company Inc. Name Address, City,State, Zip_ 6100 Red Hook Quarter STE B-3 St Thomas, 00802 Name of Authorized Signatory Tax II) No i EiN Includes affiliates and El Jeffrey Epstein wholly owned subsidiaries (check irapplicahle) Title or Authorized Signatory Telephone signature of n to Email Address ( jeevacationegmaii.com This Certiricat4riil:deemed valid for the Institution named above. If there are additional institutions (e.g. subaecounts or minim) funds) to be designated as Qualified Institutional Buyers by this Certificate, please provide a list or such Institutions. 935 ANNEX A TO OIBLIST CERTIFICATION I. Quolified Institutional Buyer ("QUI") means any of the following EFTA01595070 institutions: 0) An institution referred to in any of clauses "eligible securities"(defined in (B) below) QIBs. (a) Insurance Company (b) Investment Company (c) Investment Adviser (d) Corporation (e) (I) Partnership Plan (e) Employee Benellt Plan (h) Trust Fund (i) Organization CD Business Development Company, Section 2(a)(48) (k) Business Development Company, Section 202(a)(22) (I) Small Business Investment Company (in) Bank (ii) Dealer (iii) Dealer acting in a riskless principal transaction (iv) Investment Company, part of a family (a) through (m) below that owns or invests on a discretionary basis at least SAO million in . Provided that such institution is buying for its own account or for the accounts of other An insurance company as defined in Section 2(13) of the Securities Act of 1933 (the "Ad."). A purchase by an insurance company for one or more of its separate accounts (as defined in Section 2(a)(37) of the Investment Company Act of 1940 (the "Investment Gempany Act")), which separate accounts are not required to be registered under the investment Company Act, is deemed to be a purchase by the insurance oompany. An investment company registered under the Investment Company Act. An investment adviser registered under the Investment Advisers Act of 1940 (the "investment Advisers Act") A Corporation (other than a bank as defined in Section 3(a)(2) of the Act of a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Act of a foreign bank or savings and loan association equivalent institution) A partnership or similanbusireesserust. A plan established and maintained by a state, it's political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of EFTA01595071 its employees. An employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974. A trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (f) or (g) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans. An organization described in Section 501(c)(3) of the Internal Revenue Code. A business development company as defined in Section 2(a)(48) of the Investment Company Act. A business development as defined in Section 202(a)(22) of the Investment Advisers Act. A Small business Investment Company licensed by the US Small Business Administration under Section 301(e) or (d) of the Small Business Investment Act of 1958. A bank as defined in Section 3(a)(2) of the Act, a savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Act or a foreign bank or savings and loan association or equivalent institution that has an audited net worth of at least $25 million in its latest annual financial statements. A dealer registered pursuant to section 15 of the Securities Exchange Act of 1934 (the "Exchange Act") acting for its own account or the accounts of other QIBs. that in the aggregate owns or invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer. A dealer registered pursuant to Section 15 of the Securities Exchange Act, acting in a riskiess principal transaction on behalf of a 01B. An investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Q1Bs, that is part of a family of investment companies (as defined in Rule 144A) which own in the aggregate at least $100 million in eligible securities. (v) Entity, all of the equity owners of which Any entity, an of the equity owners of which are QIBs. acting for its own account or the accounts are QIBs of other QIBs. 935 EFTA01595072