EFTA01445039.pdf

Deutsche Bank Private Wealth Management Limited Liability Company Account Authorization & Indemnity as Southern Financial, LLC The undersigned hereby represents and warrants that he or she is the managing member in a limited liability company known ^ hereinafter called the "Umited Liability Company" or "LLC," and hereby A (Name of Limited Liability Companyi 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. I (Names) is/are hereby appointed agent(s) and attorney(s)-in-fact of the Limited Liability Company (each an "Agent"). Each Agent is authorized to buy, sell (including short sales) and trade in stocks, bonds and any other securities, listed pr unlisted, on margin or otherwise, in said account in accordance with DBSI's terms and conditions and at the LLC's risk. DBSI may conclusively assume that all actions taken and instructions given by each Agent have been properly taken or given pursuant to authority vested in each Agent by all of the members in the LLC. DBSI is authorized to follow the instructions of said Agent(s) in every respect concerning said account and to make) delivery of securities and payment of moneys to said Agent(s) or as said 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, jand 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 rio 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 iri full force and effect and DBSI may cbntinue 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 or arising fi;om disputes by or among any of the members with respect to said account and (ii) to pay on demand any debrt balance in said account EFTA01445039 Each of the undersigned agrees to advise DBSI in writing if he, she or any partner is, pr becomes, an employee or member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock), the Financial Industry Regulatory Authority, any broker-dealer, or is, or becomes, a senior officer of any bank, savings and loan institution, insurance company, registered investment company, registered investment advisory firm or institution that purchases securities, or is, or becomes, a member of the immediate family of such a person. This authorization and indemnity shall inure to the benefit of DBSI and its successors in business, irrespective of any change or changes of any kind in the personnel thereof for any cause whatsoever. The undersigned has read and agrees to theterms ofthe a'uthorizptinfr and indemnity on^pis-ftSFrnT Signature of ManagingMember Jeffrey Epstein Print Name Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the Unrted States. - - 25C (05/11) LLCA EFTA01445040 OPERATING AGREEMENT OF SOUTHERN FINANCIAL,-LLC A.U.S. Virgin Islands LiHiitedLiabiHty Compaiiy THIS OPERATINCx AGREEMENT (this "Agreemenf7 is made and entered into as of February 26, 2013, by Southern Trust Company, Tnc, (hereinafter refeiTed to as "Sole Member"), with a business address is 6100 Red Ilook Quarteiv B3, St, Thomas,. O.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, islaiids Uriiform Liniited. Liability Company Act (the "Aet") upon the following terms aiid conditions: SECTIONI .ORGANIZATION '& FORMATION A; Fonnation. The Gompany has beenvorganizeti as a U.S; Vfrgiri Islands Liniited Liability Company under and pursuant to the-U.S. Vhgin Islands Limited Liability Gompany Act (the "Act") by the filing of Articles of pugaflization ("Articles") with the OfTice ofthe Lieutenant Governor, on Febmary 25,2013^ as required by the Act B. Name. The name of the Company shall be "Southern Fin Tlie Compariy upon proper notice and filing with the. Office of the. Lieutenant GbveniGr ofthe U.S. Virgin Islands •miay conduct its business under bhe or more assumed'names. C. Purposes. The purpose of the Corapajiy is tb operate ahy laiMil busiriess or.to.effectiiate any purpose permitted, by the IEIW of the territory of the UiS. Virgin Islands. The Cbmpariy shall have all the pd'wers necessary or convenient to affect any purpose for vihich it is formed, including all powers graiited by the Act. p. Duration. The Gompany shall continue m existence perpetually, begin^ of filing of the Articles, imless. termiiiated by law or dissolved, aiidteitriinated. E. Registered, Office and Resident Agent: and Place of Business. The Registered pffice and Resident Agent of the Gompany for service bf process wiMh the territory shall be: Business Basics VI, LLe, 9100 Port of Sale Mail, Suite 15,;St. Thomas, U.S. Virgin Islands 00802. The Cbmpany's principal place of business is 6100 Red Ho such other place or places as the Sole Member may hereafter deternime; :SieTIONIt CAPITAL STRUCTURE;-MEMBERSHIP'UNITS AND COOTRIBUT1ONS/TRAr^SFERl0E-MEMB A, Gapital Contri.bUtiQii by the Sole Member; Imtial Issuance. The Sole Member's, EFTA01445041 ownership righfe in the Company shall fee reflected in "Membership Units",^ as recorded in the Cbmpany's records.. Upon the formation of the- Company, the Sble'Member shaU make a capital . . contribution fp the capital ofthe Company in the amoimt of cash, or of the property-in-kind, orboth, EFTA01445042 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 Imd class of Units so subscribed and contiibuted for, Th.e Sole Member may make additional capital conti'ibutioris at any time and in any amount tliat it may'desii-e, B. Transfer of Membersliip Units. The Sble Member may ti-ansfer any or all ofits Meitibership Units tb any person or persons, at any- tihie and from turie tp time. Subject to the provisions ofthis Section, the Sole-Member may assign its Membersliip Interest in the CGmpany in whole br in part... The assignmerit pf 'a Membership Interest does not, itself entitle the assignee to participate m the management and affairs ofthe: Gpnipaiiy or to become a niember. Such assigiiee is only- enti tled to receiye, to the extent assigried, the distributions tihe assighing' Sole Member would otherwise be entitled to„ and such assignee shaU oilly become :ari assignee of a Membership Interest and not a substituted member. An assignee of ^a membership interest ishall be admitted as a substitute meniber and shall be entitled to all the rights and powers of the assignor only if ali the members consent. If admitted, the substitute member, Iras to the exterit assigned, all ofthe rights arid powers, and ; is subject tb all bf the restrictions and liabilities of the members. C. No Interest; Ho Return of Capital. Capital cbritributions tb the Company shall not.earn interest, except as otherwise expressly provided for in. this Agreement. Except as pthei-wise provided in this Agreeirient, the -Solfr Member shall not be^ entitled to withdraw, or to receive a return of, a capital coritt-ibution or any portibn therebf SECTION III CAPITAL ACCQUNT A. Capital Accbunt. A capital account ("Capital Account") shall be maintained for the Sole Meniberfland any additional member in accordance witli the prbvision of this Article. L Increases in Capital Account. The Capital Account of the members shall be increased by:. (a) The fair market value of tliC members' initial capital contribution and any additiorial capital contributions by the members to the Company. If iany prbperty, other than cash, is contributed to or dishibuted by the Cpmpany, the: adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1(b)(2)(iv)- EFTA01445043 (d), (el (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 Compariy property, if any, arising: out of the recapture of any tax credit. (c) Allocations to the members of Profit, (d) \ Company income or gain (includmg income and gain, exempt from income taxation) as provided under tliis . Agreement, or otherwise by Regulation Section 1.704-i(b)(2)(iv). EFTA01445044 (e) decreased by; (a) The amount of Company liabilitie.s tllat are assumed by the members; 2. Decreases in Capital Account. The Capital Aecount of the menibers shall be The amount of riioney distiibuted to the members by' the Gompany pursuarit to any provision of this Agreemerit. (b) (c) (d) The fair niarket value of property distributed to the members by the^ Compaiiy (net of liabilities secured, by such distributed propeity that such- members are considered to as.sume pr talce subject to Uiider Cbde Sectiori 752). Alldcatibns to themeriabers of Losses. AHocatioris to the members of deductioris, expenses, Nom'ecoiirse Deductions and net losses allocated fb it pursuant to this Agreement, and . the members' share of Company expenditures which are rieither deductible nor properly chargeable to Capital Accounts under aide Section 70'5(a);(2)(B) or ai'e treated as such expenditui'es under Treasury Regulation Section 1.704-1 (b)(2)(iv)(j). "Noiirecourse Dedueticns" shall have the meahirig set forth iri 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. Fbr purpbses of maintaming the SoleMeinbei-'s Capital Account, allof the Company's net profits, net Ibsses, experises and other items of iiicome, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income, gairi, loss, deduction, and credit recognized or allowable for Federal hicome tax purposes sliall be aliocated and credited or charged to the Sole.Member. B. Distiibutioris, Net cash flow shall be distiibuted in the followirig priority, 1. First, to the Sole Member hi repayment bf any advance bf iuxids to the Company as a lender, to the extent of and in proportion to such advances^ includmg mterest thereon, if any; 2. Additional distributionSi if any will be made to the Sole Member, in such amounts and at such times, as determined by the Sole Member. EFTA01445045 G. Distributiou-iipOn LiquidatiQiYofthe Gompairy. 1. At the termination, of the Cbmpany and after tile Gompany has satisfied or • provided for -the satisfaction of ali the^ C^ompaiiy's debts; and other obligations, tile Go.mpany's assets will, be distributed in bash to the. Sbie Member and any dissociated riiembers whose iriterests have riot been previously redeemed finst, in discharge of their respective capitaliriterests; and therie .iri:prbportion-i0 the. Membership ^Uiiits.2. If the Company lacks sufficient-assets to make the. disftibutioris described in the foregoing paragraph, the Company will.make distributions in proportion to therampunt of the respective eapital interest :pf the Sole ^Meniber-and any dissociated members whose interests have not been previously .redeemed. .SECTION V MANAeEKIENt OF BUSINESS A-.' Itt .General.- The Gompany sh# be-raaiiagerrmanaged, Jeffrey Epstein shall bethe initial manager of the Company,. The manager shall manage the business and affairs of the Cbmpany and shall have full arid coniplete authority, power and cUscretipn to do all things riecessary or cOftVeiiient to manage, control and carry but the busiriess, affairs and properties of the Comjjanyi, to make all decisions regardirig. those riiatters arid to perforin any arid all ^other acts or aetivities customary or incident to the riiariagement of the Company's busiriess^ B, Vbtirig of Ivfembei-ship Units. A Membersilip Unit is entitled to be voted' orily if it is owned by a'member and each such Membership Unit shall be. entitled to one vote. Neither ari assigriee nor a transferee may vote a Membership. Unit unless, such assignee or trarisferee is admitted as a meniber. SECTIONVI EXGULFATION-OF'LIABILITY;INDEI"IEICAT!QN A. Exculpation of Liability. TJnless otiierwise provided by law of ^ expressly assumed, the. Sole Member shall notbe.personally liable for the acfs,; debts or liabilities of the Company. B. Indeniniflcatibri. 1„ Except,as otherwise provided in tliis Sectiori, the.Cbmpany .shall indemriify the manager'of ifhe Company and may hidemnil^ any employee or agent of the Gompany who wag br is a party or is'thi-eatened to be made" a party to; a threatened„ pending or completed EFTA01445046 action, suit or proeeedirigi whetiier civil„ crhninai, administrative, or mvestigative, and whether foiinal of informal, other than anSctiori by or in the right of tiie Compariy, by reason of the fact that such persbn is or was a member, employee or agent of the Gompany agairist expenses (mcluding atto^ieys^ fees), judgmeritsi penalties, firies and amounts paid in settlenierit actually and. -reasonably iiicuiTed by such persbn in eonuectibri with the actiori, suit or proceeding, if the person acted in good faifh,: vyitli the cai"e an ordinarily prudent EFTA01445047 persori in a like position would exercise finder shnilai' Cireumstaaices, arid in a manner that such person, reasonably believedto be iio the best interests of the Company and -with respect to a criminal action or procebdingj if ;such\person had riO-reasonable cause tb-believe such, person' is conduct was unlawful, 2. To the extent that any manager, rnember, eriiployee bi* agerit of the Compariy has been successfiil on the merits or otherwise in defense of an action, suit or proceeding or in defense, of any claiftij. issue or other' matter in the action, suit or proceeding, :such' person shall be indemnified against actual and reaspnable expenses, iricluding attorneys' fees, incurred by such person in conriBetiori with the action, suit or proceeding and any action, suit or proceeding brouglrt to enforce the riiaiidatoty iridemnification provided herein. 3. Any indemnification 'pei-mitted , under this Sectibn,. unless ordered by a. coui't, shall be made by :the Gompany rinly as authorized in the specific case upon a, detenninatibn that fhe. iridemriification is proper under the circumstances' because the person to be- indemnified has met the applicable istandard of conduct and - ijpbn an evaluation- of the reasoriableness pf expenses arid amounts paid in settlement. This determinatipn and evaluation shall be made by a majority vote of the members who are: not parties or threatened tp be made parties-tp the action, suit or proceeciirtg:(Oxcept in the everit that lliere ai-e no members other .than the Sole Meraibefj in, which .event the determiriation and evaluation shall be made by the Sole Member„regM'dless of wheth^^ or not Jeffrey-Epstein, is a parfy or threatened to be iriade a .party to they action, suit or prOGeedirig). -SECTION VH LIOUIDAa'ION 'ITie Gbriipany 4hall be dissolvedj and shall terminate and wirid up its- affairs,; upori.the determination of the Sole Member to do so, SECTION VIII MISCELLANEOUS PROVISIONS • A.. Section Headmgs. The Section headings and riuriibers containedifl tliis Agreement have been inserted only as a niatter bfeori-yenience and for reference, and in EFTA01445048 rio way shall be cpnstrtied to define, liinit or describe the scope orinterit .oj any provision of tliis Agi- eement. B. Severability. The inyaHdify or unenfprceabilily of any particular provisipn of this Agreemerit ::sh.all not affect the. bther piovisions hereof^ and this Agreement shall be constmed in all respects as if such invalid: or iriieriforceable prpvisibiis were omitted Gi:Ameiidment. This Agreeirient may be amended or revoked at any time, in writing, with the consent of the Sole Member.: Nb change or modifioatibri to tliis,Agreeriaent shall be valid unless iri writmg and signed by the Sole Meriibei', EFTA01445049 D. Binding Effect. Subject to the provisions of this Agreement telatbg to transferabili", thisAgreemerit -will be bindmg: upon and shall inure to the benefit of the parties„ and their respective distributees;, heirs, successors: and assigns; E. Goveming Law. Regardless of the place where this Agreement may be execiited;by the Sole Member, the rights arid obligatioris ofthe Sole Member, aiid any claims and disputes relating thereto, shall be subject to and governed by, and construed and enforced in accordarice witli the laws of the Territory ofthe U.S. Virginl,siands. IN WITNESS WHEREOF, the. Sole Member^ raalces and executes: this Operating Agreement on the day arid yeai' first written above, WITNESSETH: By: SOUTHERN TRUST GOMPAJ"^l^JC.i Sole Member EFTA01445050 ART1CtHS OF OR-S.A-Ni:ZATION. SOUTHERN ^INANCIAL, LLC, ^'^'STA I,- the undersigned; natural person, of the .cige df eighteen yeary or more, acting as .organizer of iri liinited habiUty company under the-Uniform Lhni'ted Liability Conipany Act, Gl-vapte.v 15, Title 13, Virgin .Islands Code ("Uniform Limited Liabifit)' Compaiiiy Act"), -dp hereby adopt the, :f ollow.ing Articles.- of. Organization for .such limi'ced iia bility company.AR11CLEONE NAME, ADDRESS;A^D PRINCIPAL-OFHCf^ Name:.and A;ddtess 1, The.nanie and address of tfie limited, liabilit}- company .shall be-.Spufhern Finandal, LLC ;(;the "Company"), 91.00 Port,of Sale Mall,'Suite'i5. St.' llTOraas, U.S. Virgin, Islands 00802. the physical.address -and mailuig'address of the Company-are the same. Principal Offiee C;..> -Company; Resident Agent and Office - i"^ •; r2. The .priricipal offiee and permanertt address xcr fhe .transaction of businfei'^ of 'the Pimpany shall be the address stated in .Paragreiph 1 of these Articles as the physical Wdclrtrss. f"'" 0 -'n,^1.3. llte niailing address of the Company's iiiitiai ;,ie.signated office is 9100 PprtidfSATe Mali.Suite 15, St. Thomas, U.S. Virgin Islands 00802., The physicaf address of: tiie Gompany's hfttiai designatecf office is 9100. :Po,rt of Sale: Ma1.1, Suite 15, St.. 1^ionias,. U.S; Virgin Islands i0OSO:.?-.. Thename of its:initial resident agentat::snch atidress isBusmeiiJs Basics V1,.L1,C; The business addreas of; the resident .ageni: an-d the address of the designated office are identical, AI?T,ICLE TWO The puq;iOse for which the Conii^any is Orga:nized is to engage in .any and EFTA01445051 all lawful business for which a limited: liability company may be Orgaxiized Under the Oiriform Liniited. f..iabihty Company Act anti the ol-hev la-vvs of the U.S. Virgin viands.. -the EFTA01445052 •rhe foregoing :paragi'aph shall be cpnsliued ag-,eiuiingratmg both bl:>fect:s and purposes of this Company, and if is hereby expressly provided that the fpvegGmg riiiixieration of specific purposes shalf not be held to limit or restrict in any manner fee: pui- poseis of this: Company other-wise permitted .by law. ARTICLE THREE DURATION AMD GOmiNUITY The period of duration; of;this Gompany'shafi be perpelnai. No member shallhave fliO'power tb dissolvethe Gompany by his or her-independeni':aGtof, aiiy kind. ARTICLE. FOUR QRGAMZER The name and address of the-organizer of thi.s'Go.mpaiiy -is; Greg J. Ferguson Virgin islands 00802 i f Mailing Address; 9100 Port: of Sale lvfall,(-Suitei,l*"] St 'liiomas, ^ Cl Plrysieal Address: 9100 POrt of Sale M/:-"ite"-15? Thornas, U.S. Virgin Islands 00802 oARTICLE FIVE MANAGEMENT The Gompany shall be manager—managed..The- ii-iitial ilianager of the Company shall be-Jeffrey Ep.stein.; The physical and mailii-ig-address of the iratialmanagerbf the Cornpany is 9100 Port of Sale Mall, Suite 15, St.'riiGOTas,U.vS.. Virgin. f8,lana.-^"" ARTICLESIX CAPITAL The Company shall begin busmess witli eapital. in the ai-nount of One Thousand Umted ;Statef5 Dollars (US $1,000;00). -ARTICLEiSEVEN LMtTATION OE: LIABILITY No manager of the Company shall b'e- liable to the Coinpany or its meitibers for monetary damages for an aek or an Oriilssionin such managers capacity as a membexv except for liability of a manager for (i) a breach of a manager's duty- of loyalty to the. Company or its members„ (ii) ail: act or omission, not in good faitli>. tliat consti,feutes a. breach of duty of-a manager -to: the Company or an act or omission that involves intentional miscondtJGt Or a EFTA01445053 knowing violatioii of the law" (iii) a ti'ansaction.frpm.whiGli a manager received -an improper benefit, whether or not the benefit resuhed from aii aGlion taken within tJie scope of tiie manager""j posilion, or (iv) m. act or oinissipn for which the liability of a rnanager is expressly provided forfjy an:applieabie r .H St. EFTA01445054 statute. If the Uniform Limited TJabihlY Company Act or other applicable law is: amended to authorize action f urdier eliininaling or limiling the liability of raanagers,-tlien the liability of any manager of the Gompany .shall be.eUmmated or limited to the fullest extent perntifted by the Uniform Linnited Liability Company Act or other appiicable law, as so aniended, Any repeal Or modification of the foregoing .paragraph by the members shall not adversely affect any right or proteciion of any manager e>;isting at the time of such repeal or modification. ARTICLE BIGHT MEMBER LlABILrfY No member of the Company shall be liable for the debts and obligations of the Cbmpany under Section 1.303, Subsection (c) of die Uniform Limited liability Company Act. ARTICLE.NINE SEVERABILITY If any phrase, clause, sentence, paragraph, or provision of these Articles of 0-rianization is held to be void or illegal, tiien it shall not impair of .affect the balance ofciihesg^Articles, and the midersigned Organizer of the Company does heraby declare that he •^y.ouIdr.iiaV.elsigiied and executed the balance of these Articles withonf such void or illegal provisipiis.'-;----i 1-N.V :> -.•1 .rn y -n CJ: :,1 [signature page follows] EFTA01445055 IN WITNESS WHEREOF, the undersigned-person has hereunto set- his hand as Organizer of tire Company-tliis; 25th. day of Februaiy, 2013. .'-'Creg J, Ferguson IN THE TERRITORY OP THE UNITBD STATES VIRGIN ISLANDS UNITED STATES OF AMERICA f -rr i exj ^ -Xi 4 j -.-') rxo o''^ BEFORE ME, the undersigned authority, on this 25fh day bf Februa/I ; 2ai3> por"nally appeared Greg J. Ferguson, who, being by me first duly sworn, declared that l-iH% tIS fferson who .signed die foregoing docuirient as die Organizer of the Company and:!- f5liat1.16e statements containedin these Articles of Organization are trae. i .,r. '-f-h- \ Notary Public in aivd for the "Mi'itory of tlie.United States Virgin. Islands My commission expires:. IJrt'tt A, (Jeary Notaty l'iiWicNl'-12-1.-1.1 St. l-horaas/ Sl, John, USVI MyCommisslon.ExpircK.Usccifilwr J), 3915 EFTA01445056 FORM 0 RACA12 iHf; Uwin-o $""m V:r:••:s isi ANDSOFFICE OF THE LIEUTENANT GOVERNOR DIVISION QF CORPORABON.S .AND TRADEMAi?KS .RiSIDENl AGf NT FO.RM If a.F" AGENT FO.R -.SERVICE 0.F PR.00f SS Tl-tis writing witriesseth that I, the undersigned having been designated; by §0."11"."-^ luuai.L LLC m resident agerit of said company, upon: whom s&svice of process m.ay be mode in; dll soils arising against said ;cbmpdny in the Courts; of the UniTad iSiales Virgin Isidnds, do hereby consent fo. act OS; such agent and that service; pf process ;fisy be made upon me in accordance with Title 13, Virgin Islands Code. 11s1 WITNESS WHER.EOF, I have hereunto" se-> my signature this ..""ii 1 day ;of Febi-uai-y 2013 I DEciARE, \mmti veNAmof mmt.mot K iHe mi s or rue UNiri-o SIAIES vKaui jsiMm : IHAI ALI SIATSMENTS CONIAINEP JN IHIS-AtcucAifSn. ANIJ ANY AGCOMPANVmC DOCUMENTS.:A!16 WU6 ANO GOBBECT, Wmi'fUH. KNOWIEOSS tHAT AIL SiAIEMCNtS fAADE IN IHIS Al-l'UCAllOH ABE SlftTtCl TdlWtSIlGJHfON AND WAI ANY FAISE OS OI5lipNESI.AHSWER;tO ANV QUESTION MAY Bl! GRpUNnS FOli DENIAL OR SUUSEQUENT 1! IVOCAIION.C)f REGISIDATSa-N. : 13 1.7 > 1.-• DAYTIME COMTACT NUMBE.R 340.77a2564 - MAII.INC? ADDRESS PHYSICAL ADDRESS EMAILADDRESS • • 3, . ^4 cn < c> ^" SIGt^ATURE OF RESIOETOAGSvlt< Z3 • -;<i y <^ n; 91()0 Port Qf Scfle Mall, Ste 1-5, St. Thomas. WOOSO^ 9.10D^:Port .of Sale Mall Ste 15„St. TlTomas, VI (30802' b gea ry @1<#iclaw. Qin tMOTARY.AGK,!^OWLEpGEAASNT Subscribe d an d sworn t o befor e m e ihis _iS;i^->,^ da y G EFTA01445057 .SiJII1GSSjaiElA BrettA. Cfary M' lAl l- .s,.-vlumo>s'si.J*tx.nsvi .ACi-i- - pl Notoiy Puliilc Wy Cdriiri\isAn-iTxpires EFTA01445058 VIRGINIA "S- OF T.HE UNITE.D STATES -oGHARLOTTE AIVIALIE, ST. THOMAS, VI 00802 OFFICE OF THE LIEUTENANT GOVERNOR CERTIFICATE OF EXISTENCE To Whom These .Presents Shall Come: 1, GREGORY R. FRANCIS, Lieutenant Governor ofthe Virgin Islands," do hereby certify: That SOUTHERN'FINANCIAL, LLC filed Articles of Organizalion with the Office ofthe Lieutenant GoverniDr dh February 25^ 2013 and the Company is duly organized under the laws of the United States; Virgin Islands; 777a/ the chit-atiori ()f this Limited Liahiliiy Company i.s perpetual; That the company has paid all applicable fees to date; and That Afdeles of Termination have not been filed by the company. - r^u^^^irf^ti'"'C^ Im i Witness- Whereof, 1 have hereunto, set my hand and • affil" the -seal - of the. Government of the United States Virghi Islands, at Charlotte Amalie,. this 25'" day of 20-^^GKKeWi' R. FRANCIS Lieutenant Governor of the Virgin Inlands EFTA01445059 THE ONIIKD STATB-VIRGIN ISLANDS OFFICE QF THE LIEUTENANT GOVERNOR DIVISION OF GORPORATIONS AND TRADEMARKS 5049 Kongens Gade CharloMe Amalie, Vir in Islands 00802 llQSKing Street Christiansled, Vir in Islands 00820 Phone FoK - June 25, 2013 CERTiRCATION OF GOOD SfANDiNG This is to certify tliat the corporation knovvn ds 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 stdnding. Denise Johannes Director, Division of Corporation and Trademarks PJ/gg EFTA01445060 11 Corp No. 583164 THE WR61M .ISt.ftMB3 OF THE W.WT1gOSfAf ES I, GREGORY R. FRANC1S”Lieut:,enant G.overnor ofthe Virgin Islands do hereby certify that 1 arn, by viitue ofthe laws (rf the Virgin Islands, theeu.stodian.of tliecorpOraterecortls and theproj-ier officer to execute this ceriificate. riiirther certify that the records of this office di.selo.se that SOUTHERN'PINANCiALyLLG LimitecLLiability Coniijany was duly registered to eonduet busines.s; in the Territory on FebrHary 25, 2013 and has ,a legal exi.stence as a Limiled Liability Company so far as the record.s cif thi.s off ice .show. I.„, I 1 1 il^ , Witness my hand and the seal of the Government of the Virgin Islartds of the United States, at Charlbfte Amalie, St., Thomas, this 271h day of February, 2013. -V.-'r'r'.-,.' ,-V,'r. • GICEGORY R. FRANCIS Lieutenant Governor ofthe Virginislands EFTA01445061 tffi) TOO DEPARTMENT OE THE TREASUR'Sr W i-Ev^J INTERNAL REVENUE SERVICE GINCINNAT-I OH 45999-Q023 Date of this notice: 02-28-2013 Employer identification Number: 66-0799192 Form: SS-4 Number bf 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 : i-8b0-'829-4933 IP YOU WRITE, ATTACH THE STUB AT THE END OP THIS- NOTICE WE ASSIGNED -YOU AN EMPLOYER' IDENTIPICATION NUMBER Thank you for applying for arr Employer Identification Nuinber (EIN) . -We assigned you EIN 66-0799192. This EIN wil 1 identify'you„ your business accounts, tax returns, and documents, even i f you have no employees. Please keep this .notice i n your permanent records. When filingtax documents, payments, and related -Gorresporidence, i t i s very important that you use your EIN and complete name and address exactly as shown above. Any variation tnay cause a delay i n processing, result in incorrect information in your, aecount„ or even cause you to be assigned more than-one EIN. I f .the Information, is not correct as shown, above, please make tlie' correction using the attached tear off stub and retum i t to us. A limited liabilit: y cbmpany (LLC) may fil e Form .8832„ Entity QlaaBifieation Election, and. elect to be classified as an association taxable, as a corporation.. I f the LLC i s eligible to be treated as a. cdrporation that meets certain tests .and- i b wil l be electing S corporat.ion st;atus, i t must t-iraely fil e Form 2553., Election by a Small Business Corporation. The LLC wil l be 'treated: as' a corporation as of the effective date of the S corporation election and does not rieed to fil e Form 8832,. To obtain tax forms and- publications, including those referenced it i this notice, visi t our Web site at wwv;.irs.clov. If. you do .not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visi t your local IRS office. EFTA01445062 IMPORTANT REMINDERS: * Keep a copy bf this notice in your permanent reep-rds-- This notice Is issued only one time and the IRS wil l not be able to generate a duplicate copy for you. You may give a copy-' of this docutrient to anyone asking for proof of. ybur EIN. *. Use this EIN and your name exactly as they .appear at. the top of tlii s - nbtilce on al l your federal tax forms.. * Refer to this EIN on your tax-related correspondence'and documents. I f you, have questions about your EIN., you can call us. at the phone nurnber or write to us at the address shown at -the top of this notice... I f you write, please tear off the stub at the bottprn of this notice and send i t along with your letter. I f ybu do not need to write, us., do not complete and return the stub. Your name control, associated with this EIN i s SOUT. You wii l heed, to provide this information, along with your. EIN, if- you fil e your returris electronicaily. Thank you for your cooperation. EFTA01445063 CONSENT OF THE BOARD OF DIRECTORS •• 6Y • SOUTHERN TRUST COMPANY, INC. The undersigned, being aU; of the Directors of Southern Trust Company,. Inc., a U.S. Virgin Islands Corporation ("die Goil )orafiort")i hereby certify that ithe following resolutioris were unanuridusly adopted and entered into by the Board of Directors on the 19* diay of March 201^ WITNESSETH: WHEREAS, the Gorporation is a cotppration organized and existiiig under the laws of the U.S. Virgin Islands; : WHEREAS, the Board of Directors as of the date; of this Consent are; as follows: Jef&ey Epstein - ' Datten-K.-Inidyke Richard Kahn WHEREAS, the imdersigned, beirig ah of the dix^ the followirig actioiis in lieu df a meetirig of the Board of Directofs in accordance Corporation Law of the United States; Virgin Islands (the "GGL") and waive any notice to be given in connection with the meeting: pursuant to the GGL; WHEREAS, Financial Trust Company, Inc., a corporation organized and existing under the laws of the United States Virgin Islands ("FTC^, is the, sole :shareholdet of Jeepers,; Inc., a corporation organized and existing under the laws of the Uriited States Virgin Islands ("Jeepers"), -which has elected to be taxed as a qualified subchapter S subsidiary; WHEREAS, the Board of Directors of FTC determined that it is in the best interests: of the Corporarion and its sole shareholder, Jeffrey E. Epstein ("Epstein"), to transfer arid-disttibute to Epstein all of the issued and outstanding shares of Jeepers, Qree: arid: clear of all hens, claims and encumbrances (the "Jeepers 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, LLG, a United States Virgin Islands limited liability company organized oh February 25, 2013 ("SF"); and WTIEREAS, the Board of Dkectors Of FTCi^^^ and ;its sole shareholder to iinerge^^F^ into !SF,vupoh:; the conipletion of .which^^^ m surviving entity of said merger (the "Merger"); be the EFTA01445064 WHEREAS, it is intended that the Merger be effecmated upon, in accordance with, and subject to, the provisions of an Agreement and Plan of Merger in the form annexed as Exhibit "A" hereto, which has also been approved by the Board of Directors of FTCiand its sole shareholder (the "Merger Agreement"); WHEREAS, in connection with the Merger and pursuant to the provisions o f the Merger Agreement, Epstein, is to surrender for cancellation ten thousand (10,000) shares of the Gommon Stock of FTC, representing all of the issued and outstanding shares of FTC's Gommon Stock and all of such issued and outstanding shares held by Epstein, and in consideration of FTC's merger with and into SF, the whoUy owned subsidiary ofthe Corporation, and the transfer of all of FTC's assets to SF by operation of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Gommon Stock, $.01 par value (the "Cornmon Stock") to Epstein (the "Additional Shares"); WHEREAS, the Boaxd of Directors of the Gorporation has detemiined that i t is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of the Gorporation, that the Merger be consummated upon, in accordance withi-and subject to the provisions of the Merger Agreement, and that in connection therewith, the Gorporation issue the Additional Shares to Epstein; NOW THEREFORE B E IT : RESOLVED, that, after consummation by FTC of its issuance to Epstein of the Jeepers Interest, the Merger, upon, in accordance with, and subject to,; the terms and conditions of the Merger Agreement, be and it is hereby authorized and approved. RESOLVED, thatit is intended that the Merger :quaUfy as a tax-free reorganization under sectibn 368(a)(1)(A) of the Intemal Revenue Code; RESOLVED, that the form and provisions of the Merger Agteement, be anti they hereby are adopted and approved; RESOLVED, in cormection with the Merger and pursuant to the provisions of the Merger Agreement, the Corporation issue the Additional Shares to ..1E. RESOLVED, thatv the President of the Gorporation be, and he hereby is, authorized, empowered and directed, for and on behalf of the Gorporation, to ;exeeute and deliver the Merger Agreement, and to execute and file with the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approvediby legal counsel to the Gorporation as being EFTA01445065 compliant with the requirements of the GGL and necessary or appropriate in order to effectuate Merger in accordance with the pro-visions of the Merger Agreement; and RESOLVED, that the officers of the Gorporation be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to execute and deliver aH such agreeirientSj documents and instruments, to pay all such costs,.fees:and expenses,:and take all such other action as such officer deems necessary or ad-visable in order to consummate the Merger in accordance with the provisions of the Merger Agreement. EFTA01445066 This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the undetsigned has executed this Resolution as the Rectors of Financial Tmst Company, Inc., on this 19* day of March, 2013.^ Jeffirey E.^^psteirr"^ A Darren K.Indyke /jc W.. L/Jm Richard Kahn EFTA01445067 CONSENT OF THE BOARD OF DIRECTORS OF •• - FINANCIAL INFOMATICS, INC. The undersigned, beirig all of the Directors of.;Financial Infomatics, Inc., a U.S. Virgin f stands Corporation ("the Corporadon"), hereby ceirtif)' that die folio-wing resolutions were unanimously adopted and entered into by the Board of Directors on .the 18* day of November, 2011. WITNESSETH: ..WHEREAS, the .Gorporation :is a corporatipn organized, and existing, under the laws of ihc U.S. Virgin Islands; and WHEREAS, the Corporation was duly formed:in: the United States Virgin Islands on November 18, 2011; and 'WHEREAS, the-Board of Directors as .of -the date of this- Coiis Jeffrey Epstein Darren Indyke Richard Kahn , :WHEREAS, the undersigried, being:all;of the directors of Firiancial Infomatics, Inc., consent to the taking of the following actions in lieu Of a meisting of the; Board of Directors'in accordance with the corporation laws of the United States; Virgin Islandsiand waive any no'tice to be:given in eonriection with the meeting pursuant to. the'corporation la-vvs of United ;States Virgin Islands; ^a^ . > • • WHEREAS , this: corpbration;-is iauthorized; ih-'its; <?r//(7fj--of iiicorpbrarion,-!to 'issue an aggregate, of /0,(?00 shares of stock of the par value of $.0/per share; and • WHEREAS, a depositor)'-shall be estabUshed for the funds of the corporation .and those who are • authorized to do so may withdraw them on behalf of the corporation; and NOWTHEREFOR E BE . . RESOLVED, that all actions taken by the ihcoicporatbrs of the Corporatioh during the period from November 18, 2Cifl :thrGugh ;the date df:.this Consent; including, but:.not limited to,;filirig the Certificate of Incorporation of the Corporation and adopting the iriitial By-Laws of the Corporation, be, and each ofthe same hereby is, in alfrespects, ratified, adopted'arid app^ RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice 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 EFTA01445068 provisions of the By-Laws of the EFTA01445069 Corporation until, the next .meeting of directprs of the ; Corporatiori immediately fpllowing the next annual meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified: Jeffrey Epsteih,Pfesident Darren Indyke, Vice President and Secretaty Richard Kahn, Treasurer And it is fiirther RESOLVED , that the officers of the Corporatibn.be, and each of them hereby is authorized, : empowered and directed;to produce; alfbooks pfaccountvstpck.books and other matetials: and. supplies • necessary or apprdpriate in connectiori with maintaining the records arid conducting the business of the Corporation,:and to pay aD eosts;arid:;experises';arid: to niake full r'eiriibursement for all expenditures made in , connection vvith the organization of the Corppration; and it is further RESOLVED; that the specimen of stock certificate to evidence shares of the Common Stock,:par value of .01 (the "Comrnon Stock")„ of the .Corporation in the form submitted to the undersigned, which is to be filed with this Corisent, be and the same hereby is, approved and adopted; and the President, the Vice President, the; Secretary and/or any other., officers authorized by the; By- laws of the Corporation be„ and - each of them hereby is, authorized td issue certificaijes in such; form for shares of fully paid and non- . assessable Commdn Stock when the Issuance theredf is/duly: authoflzlsd by the Board of DrcectPrs of the .Corporation;.and it is further . - - RESOLVED,-that:the Corporation accept the subse^^ of Jeffrey E. Epstein for .-1 10,0G0 shares of Common Stock, upon the terms and; conditioris coritairied in the subscription agreement, dated as of November 18, 2011 of Jeffrey'E. Epstein, a copyof'^which shall be filed with the; official records ofthe Corporation;:and.it is further RESOL'VED , that :the Vice Presiderit arid the Treasurer of the Gorporation 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 Commori Stock; and itis further RESOLVEp, that all of the 10,000 shares of the Common Stock as authorized for issuance by the immediately preceding-resolution shall be in: all respects, when issued:i as aforesaid,! va]idly issued,. Hilly paid • and uon-assessablc; and it is further RESOLVED, that.fhe sed,.an..inipression.ofwhich;.appears m-the margin of EFTA01445070 this:Corisent, be, and: the same hereby is; adOpted as the seal of the Corporatidn; and it is fiirther RESOLVEI),: thai the corporate; record bdpkand the sto.ck: transfer ledger .thereof be and-each of. the; same hereby is, adopted as the record book and stock transfer ledger, respectiveh', of the Corporation; .andit-is-furtber i- • • • • • I • • • • • • • • • • . • •. • RESOLVED, that,: with.respect to the openitig, maintaining and closing of bank accounts of the Corpdration, the Presid'ent;' any :ViGe -President, the.Tireasurer: and; the.;Secrctary,;of the Corporation, be,- and each of them hereby is, authorized as follows: EFTA01445071 1. Tp designate one or mpre banks, trust cpmpanies or other, similar institutions as depositories of . the-furids, including,-without Unritation, casli an ; 2;.; To open, keep and eldse general and special bank accounts, iricluding general deposit accounts, payroU accounts and working fund accounts, uidi any such depo,sitor\-; 3. To cause to: be deposited :in such iaccdunts: with ;any such depositor'', from time to time such . funds, iirichadingv-without/liniitati such officers deem necessary' or advisable, and to designate dr change the designation of the officer or : officers and agents of the Corppration ;whG wiU be authorized to make such deposits and to endorse such checks, drafts or other instrunients for such deposits; 4. From time to time to designate or change the designatipn .of the officer ;or officers and agent of agents .of the Corppration, who;-will be authprized to sign or countersign checks, drafts or other : orders for the payrrients df money issued; in the name of the Cprppration against any furids >:; deposited-iri such acCprants, and t0::re^ • 5 : To authorize the .us.ejof facsirnile signaturesTdi: the: sigriing.p^ countersigning of checks, drafts or . • . other.orders for the.payment of rnoney„ and to enter intd such agreerrients as banks..;and .trust companies customarily require as a. condition: for permitting 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 blank signature card forms in order • to; cbriveniendy exercise the audiority--granted by: this resolutipri- :arid any resdlutiOris; thereon shall be deemed adoptcd as part hereof; and it is further : RESOLVED, that the President or the Secretary' of the Corporation be, and such officer hereby is, authonzed to prepare and certify as the resolutions of the Board of Directors, as if adopted verbatim by this Consent, any such additional resolutions as any such depository may require in connection with the opening of an acGount with such depositor)' 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; have been certified shall be entitled to rely thereon for all purposes until it shall have received written notice of the revocation or amendment of such resolutions by the Board of .Directors; and EFTA01445072 it is further . RESOLVED, that the fiscal year of this Corporation shall begin the first day of januar)' in each year; and it is further RESOLVED„ that for the purpose of authorizing the Corporation to do business in any state, territory or dependency ofthe United States or ariy foreign country in which it is necessary pr expedient- for : -the . Corporation ;tp transact, business, the officers of the Gorporation be, and. each of them hereby is, authorized to appoint and substitute all neeessar)' agents or attorneys for ser\tice of process, to designate and change the location of all necessary offices of the Gorporation, whether statiitory or otherwise, and, under the seal of the Corporation, tp make and file all necessary certificates, reports, powers of attorney and other instruments as may be .required by-the laws, of such state, territory, deperidency or country to. authorize the ' EFTA01445073 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 neeessar)' or appropriate, file with the appropriate governmental authorities, all such further certificates, contracts, agreements, documents, instmments, 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 authorit)' with respect to the bank accounts of the Corporation), including, widiout limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to carry out, comply with and effecmate the purposes and iritent of the foregoing resolutions; and it is further RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. ITiis 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 first directors of Financial Infomatics, Inc., on this 18* day of November, 2011. Jeffrey Epstein, Director Darren Indyke, Director Richard Kahn, Director EFTA01445074 FINANCIAL INFOMATICS, INC. SUBSCRIPTION FGR COMMON STOCK lire undersigned hereby subscribes for Ten Thousand (10,000), shares ofthe Common Stock, I.OI par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the "Corporation"), the Certificate ofincorporation of which was filed with the Office of the .Lieutenant Governor ofthe United States Virgin Islands on the 18"' day of November, 2011, and agrees to pay therefor and in firll payment thereof, upon call of the Board of Directors of the Corporation, -t-t-*^ ie."X<, {% 0 • \ 0 ) per share in cash or by check made payable to the Corporation, at which time a certificate shall be issued to the undersigned for the nuniber of shares subscribed for. Dated as of November 18, 2011 Jeffrey E. Epst Subscriber for 10^ of Common Stock, I.0