EFTA00169362.pdf

Deutsche Bank Private Wealth Management Limited Liability Company Account Authorization & Indemnity Account Number. The undersigned hereby represents and warrants that he or she is the managing member in a limited liability company known Southern Rnanclel, LLC hereinafter celled the "Limited Liability Company" or "LLC," and hereby os Rolle ol Urnme Labohry Conown1 authorizes Deutsche Bank Securities Inc. ( referred to herein as 'DBSI") to open a securities account for the Limited Liability Company, to be known as the Account. ScPrt*1 ran* is/are hereby appointed agents) and attomey(s)-in•fact of the Limited Liability Company (each an "Agent,. Each Agent is authorized to buy. sell (including short sales) and trade in stockS, bonds and any other securities, listed or unlisted, on margin.or otherwise, in said account in accordance with DBSI's terms and conditions and at the LLC's risk. DBSI may conclusively assume that all actions taken and instructions given by each Agent have been properly taken or given pursuant in authority vested in each Agent by all of the members in the LLC. DBSI is authorized to follow the instructions of said Agent(s) in every respect concerning said account. and to make delivery of securities and payment of moneys to said Agents) or as said Agent(s) may order and direct and to send said Agent(s) all reports. confirmations and statements relating to said account. Each Agent is hereby authorized to execute and deliver on behalf of the LLC a Customer Agreement, Stock Loan Agreement and any other agreement(s) or documents) DBSI may require, and to act for the LLC in every respect concerning said account and to do all other things necessary or incidental to the conduct of said account. This authorization and indemnity is in addition to. and in no way limits or restricts, any rights which DBSI may have under any other agreement or agreements with the undersigned. or any of them, now existing or hereafter entered into, and is binding on the undersigned and their legal representatives, successors and assigns. This authorization and indemnity is also a continuing one and shall remain in full force and effect and DBSI may continue to rely on this authorization until such time as it receives written notice of its termination. No such termination shall affect any liability arising out of any transaction initiated prior to such termination., The LLC, and each of its members, agrees (i) to indemnify and hold DBSI harmless from all costs, expenses (including reasonable attorneys fees) and liability related to nr nrising from disputes by or among ony of the members with respect to said account and (ii) to pay on demand any debit balance in said account Each of the undersigned agrees to advise DBSI in writing if he, she or any partner is, or becomes, an employee or member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock), the Financial Industry Regulatory Authority, any broker-dealer, or is, or becomes, a serder officer of any bank, savings end loan institution, insurance company, registered investment company, regisiered investment advisory firm or institution that purchases securities, or is, or becomes, a member of the Immediate family of such a person. This authorization and indemnity shall inure to the benefit of DBSI and its successors in business, irrespective of nny change or changes of any kind in the personnel thereof for any cause whatsoever. The undersigned has read and agrees to the terms of the authorrz n and indemnity $413 Signature of Managing Date Jeffrey Epstein Print Name Deutsche Batik Secudees Inc.. a subsidiary of Deutsche Bark AG. conducts investment banking and secure* Reda, In the Untied Stew. III LL A 011 09.M.V1.1.0108 GM 25C 4(5111 LLCA 000413.051811 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) iA94-ha 0 S 755 EFTA_000 19625 EFTA00169362  OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LLC A U.S. Virgin Islands Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of February 26, 2013, by Southern Trust Company, Inc. (hereinafter referred to as "Sole Member"), with a business address is 6100 Red Ilook Quarter; B3, St. Thomas, U.S. Virgin Islands 00802, and which hereby forms Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the "Company") pursuant to the U.S. Virgin Islands Uniform Limited Liability Coinpany Act (the. "Act") upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. Formation. The Company has been organized as a U.S. Virgin Islands Limited Liability Company under and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Adt") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on February 25, 2013, as requittd by the Act. B. Name. The name of the Company shall be "Southern Financial, LLC". The Company upon proper notice and filing with the Office of the. Lieutenant Governor of the U.S. Virgin Islands may conduct its business under one or more assumed names. C. pima& The purpose of the Company is to operate any lawful business or to effectuate any purpose permitted by the law of the territory of the U.S. Virgin Islands. The Company shall have all the powers necessary or convenient to affect any purpose for which it is formed, including all powers granted by the Act. D. Duration. The Company shall continue in existence perpetually, beginning on the date of filing of the Articles, unless terminated by law or dissolved and terminated. E. BegiggreciMm and ResidentAgent and Place of Business. The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Business Basics VI, LLC, 9100 Pon of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The Company's principal place of business is 6100 Red Hook Quarter, B3, St. Thomas, U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine; SECTION II CAPITAL STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution by the Sole Member: Itilti.g Issunce. The Sole Member's ownership rights in the Company shall be reflected in "Membership Units", as recorded in the Company's records. Upon the formation of the Company, the SoleMember shall make a capital contribution to the capital of the Company in the amount of cash, or of the property-in-kind, or both, 1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) aSt‘W-gb8756 EFTA_000 19626 EFTA00169363  set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so subscribed and contributed for. The Sole Member. may make additional capital contributions at any time and in any amount that it may desire. B. Transfer of Membership Units, The Sole Member may transfer any or all of its Membership Units to any person or persons, at any time and from time to time. Subject to the provisions of this Section, the Sole Member may assign its Membership Interest in the Company in whole or is part. The assignment of a Membership Interest does not itself entitle the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is onlyentitled to receive, to the extent assigned, the distributions the assigning Sole Member would otherwise be entitled to, and such assignee shall only become an assignee of a Membership Interest and not a substituted member. An assignee of a membership interest shall be admitted as a substitute member and shall be entitled to all the rights and powers of the assignor only if all the members consent. If admitted, the substitute member, has to the extent assigned, all of the rights and powers, and is subject to all of the restriction's and liabilities of the members. C. No Interest: No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a return of, a capital contribution or any portion thereof. SECTION III CAPITAL ACCOUNT A. Capital AcietiM. A capital account ("Capital Account") shall be maintained for the Sole Member, and any additional member in accordance with the provision of this Article. I. Increases in Capital Account. The Capital Account of the members shall be increased by: (a) The fair market value of the members' initial capital contribution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-I (bX2Xiv)(d), (e), (T) and (g) and Section 1.704-1(bX4)(I) shall be made. (b) The members' share of the increase in the tax basis of Company property, if any, arising out of the recapture of any tax credit. (c) Allocations to the members of Profit. (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Section I.704-1(b)(2)(iv). 2 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) YAW -134;757 EFTA_000 19627 EFTA00169364  (e) The amount of Company liabilities that are assumed by the members. 2. Decreases in Capital Account. The Capital Account of the members shall be decreased by: (a) The amount of money distributed to the members by the Company pursuant to any provision of this Agreement (b) The fair market value of property distributed to the members by the Company (net of liabilities secured by such distributed property that such members are considered to assume or take subject to under Code Section 752). (c) Allocations to the menibers of Losses. (d) Allocations to the members of deductions, expenses, Nonrecourse Deductions and net losses allocated to it pursuant to this Agreement, and the members' share of Company expenditures which arc neither deductible nor properly chargeable to Capital Accounts under Code Section 705(a)(2)(8) or are treated as such expenditures under Treasury Regulation Section 1.704-1(b)(2)(iv)(i). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (e) The amount of any liabilities of the members that are assumed by the Company. SECTION IV ALLOCATIQNS 6ND DISTRIBUTIONS. A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income; gain, loss, deduction, and credit recognized or allowable for Federal income tax purposes shall be allocated and credited or charged to the Sole Member. B. Pjstributions Net cash flow shall be distributed in the following priority, I. First, to the Sole Member in repayment of any advance of funds to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if any; 2. Additional distributions, if any will be made to the Sole Member, in such amounts and at such times as determined by the Sole Member. 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) US-SDNY-6010758 EFTA_000 19628 EFTA00169365  C. attribution wog Liquidation-014e Company. 1. At the termination. of the Company and after the Company has satisfied or • provided for the satisfaction of ill. the Company's debts and other obligations, the Company's assets will be distributed in cash to the. Sole Member and any dissociated Members 'whose interests have not been preyiomly redeemed fast,, in discharge of their respective capital interests; andthen, hiproportion to the Membership.Units. 2. If the Company lacks sufficient assets to make the. distritintions described in the foregoing paragraph, the Company will make. distribUtions in proportion to the-amount of the respective capital interest of the Sole Member and any dissociated members whose interests have not been previously iadeemdd. SECTION V MANAGEMENT OE BUSINESS A. b General.- The Company shall be manager-managed. Jeffrey Epstein shall be the initial manager of the Company.. The manager shall manage the business and affairs of the CoMpany and shall have MI and complete autlioritY, power and discretion to do Millings necessary or convenient to manage, control and carry but the business, affairs and properties of the Company, to make all decisions regarding those *afters and to perform any and alLother acts or activities customary or Incident to the Management:of the Company's business: B. Voting of Membership Units. A Membership Unit is entitled to be voted- only if it is owned by a member and each such MeMbership 'bit shall he entitled to one Vote. Neither an assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is admitted as a member. SECTION VI EXCULPATION OF LIABILITY: INDEMNIVICSIIION A. FxeulPation oftialgly. Unless otherwise provided by law or expressly assumed, the. Sole Member shall not beTersonally liable for the acfs,,debts or liabilities of the Company. B. Indemnification. I. Except as otherwise provided in this Section, the,Company shalt indemnify the manager' of the Company and may indemnify any employee or agent of the Company who was, or is a party or is' threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil,. criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the tight of the Company, by reason of the fact that such perten is or was a member, employee or agent of the company against expenses (including attorneys' fees), judgments, penalties, fines. and amounts paid in settlement actually and reasonably incurred by such person in connection With the action, suit or proceeding, if the person acted in good faith,: with the care an ordinarily prudent 4 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) 1615%90-a8759 EFTA_00019629 EFTA00169366  person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful. 2. 'lb the extent that any manager, member, employee or agent of thc Coinpany has been successful on the merits or otherWise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such' person shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. 3. Any indemnification permitted under this Section, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the members who are not parties or threatened to be made parties to the action, suit or proceeding (except in the event that there arc no members other than the Sole Member, in which event the determination and evaluation shall be made by the Sole Member, regardless of whether or not Jeffrey Epstein is a party or threatened to be made a party to the, action, suit or proceeding). SECTION VII LIOUIDATION The Company shall be dissolved, and shall terminate and wind up its affairs, upon,the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section fleadinp,s. The Section headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limiter describe the scope or inte.nt of any provision of this Agreement. B. Sevorabilitv. The invalidity or =enforceability of any particulat provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. C. •Amezdjogg. This Agreement may be amended or revoked at any time, in writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in writing and signed by the Sole Member. S CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) tiA94-ba760 EFTA_000 19630 EFTA00169367  D. Dinding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall Inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. Governing Law. Regardless of the place where this Agreement may be executed by the Sole Member, the rights and obligations of the Sole Member, and any claims and disputcs relating thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Territory of the U.S. Virgin Islands. IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year firs► written above. WITNES$ETH: By: SOUTHERN TRUST COMPANYIN-6., Sole Member By: effrey E. Epstein! 6 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) USRO-170i161 EFTA_00019631 EFTA00169368  ARTICLES OF ORGANIZATION OP SOUI'HERt4Fi\RACIAL, I,. the undersigned natural person of the age of eighteen yeats or more, acting as organizer of a limited liability company under the Uniform Limited Liability Company Act, Chapter' 5, Title A Virgin islands Code ("Uniform Limited Liability Company Act"), do hereby' adopt the following Articles of. Organization for suchlingteci liability companyi ARTICLE ONE NEVIE ADDRESS AND PRINCIPAL- MICK Name and Address 1. The.name and address of the imited Bahl cLmipany shall beSOuthern Financial, I.LC .(the "Company") St. Manias, US. Virgin Islands 06892. 111e physical address.and mailingacidre.ss pf the C-orapanyare the sante. Principal Office The principal offite and permanent mitts ie the transaction of busine# orthe. :;ampany shall be the address stated in Paragraph I ei these Articles as the phyaltial iddreesif ,the Company. r9 . ize Lel Resident Ageht and Office 2) •v3b C3 in 3.y to mailing address of the Company'sinitial Liesignated office f St. Thomat, U.S. Virgin Islands 011801 M. The physical address of the Oimpany's designated offite is St. Thomas, US, Virgin Islands11081t. The name of its initial residentagent alsuch thdressis Business Basics VL.I.LC! The businesk address of the 'resident agent and the address of the designated office are ARTICLE MVO 'PURPOSE The purpose for which the Company is organized s to engage litany and all lawful business for which a limited liability company may be organized under the Uniform Limited Liability Company Act and the othertel of the U.S Virgin :stands_ CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) gt&W-gii762 EFTA_00019632 EFTA00169369  The foregoing paragraph shall be construed as entunerating both objects and purposes of this Company, and it is hereby expressly provided that the foregoing numeration of specific purposes shall not be held to limit or restrict in any manner the. purposes of this Company otherwise permitted by law. ARTICLE THREE ' DUKATLQN ANP&QNTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve theCompany by his or herindependent act of any kind. ARTICLE FOUR ORGANIZER The name and address of the organizer of this Company is: .;* rir -n Greg is Ferguson Mailing Address: t St. Thomas, US. Virgin Islands00S02 0 • Physical Address: Iton” Thomas, U.S. Virgin s s is t.. :13 rn St • ARTICLE FIVE iu MANAGEMENT The Company shall be Manager-managed. The initial manager of the Company shall be Jeffre Epstein. The physical and mailing address of the initial manager of the Company is St. Thomas, U.S. Virgin. Islands 00802. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ARTICLE SRVEN MUTATION OFIJAIBILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a ntembet, except for liability of a manager for (i) a breach of a managees duty of loyalty to the Company or its members, (ii) an act or omission, not in good faith, that constitutes a. breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (ill) a transaction from which a manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable 2 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) gtA1W-1A11763 EFFA_00019633 EFTA00169370  statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. ARTICLE EIGHT MEMBER LIABILITY No member of the Company shall be liable for the debts and obligations of the Company under Section 3303, Subsection (c) of the Uniform Limited Liability Company Act. ARTICLENINE SEVI3RABILTTY If any phrase, clause, sentence, paragraph, or provision of these Articles of gr..gardzation is held to be void or !Begat, then it shall not impair or affect the balance okthettArtiCles, and the undersigned Organizer of the Company does hereby declare that he wioulptaViisigned and executed the balance of these Articles without such void or illegal provisf6ns.w ra 0 2; En M rn '1CI rn .S "1 0 iR !"" •:1 iv [signature page follows) • 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) gt&SiGit764 EFTA_00019634 EFTA00169371  IN WITNESS WHEREOF, the undersigned mean has hereunto set his hand as Organizer of the Company this 25th day of February, 2011 /oteg J. *Perron t•-.. c• 0 c-.) 0 r- --, -3 1 rcxin IN TFIE TERRITORY OP THE UNITED STATES VIRGIN ISLANDS rf i? " UNITED STATES OF AMERICA );15 N/ I cnrn BEFORE ME, the undersigned authority, on this 25th .day of Pelmulyt 2016, Ily appeared Greg J. Ferguson, who, being by me first duly sworn, declared that las Rrson who signed the foregoing document as the Organizer of the Company and,..,that%e statements 4 contained in these Articles of Organization are true. 7.1 ..r. to •. Notary Public in at\ cl for the Tetfitory of the United States Virgin Islands My commission expires:. Brett A. Gvary Nt.tary lidslic Nr.IA41 St. Moist' St. lotto. USVI My ecenntittinn Etpitet Itatitabet yl, 2015 4 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 16WbOSR8765 EFTA_00019635 EFTA00169372  fORAA • RACA12 114 011,1FOSIAW..at-. 1.1$10.110% OFFICE OF THE LIEUTENANT GOVERNOR al er, DIVISION OF CORPORATIONS AND TRADEMARKS ' STA COpv "R IPeri RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS this writing wilnessoth that I, the undersigned Bt.s'‘t ' •s s Basics VI, 11:C• < having been designated. by Southtn Financial. LLC as resident agent of said company. vpoT) whorr .serylce of process may be made In O1 stills arising °going said company in the Courts.of the Artirtd Stoles Virgin Sands, do hereby consent to act as such agent dnd that service of process:Joy be made apart me in accordance wilh 13. Virgin Islands Code. 114 WI1NESS WHEREOF, I hove heteunto . se. rny signalure this 25th day of ?dreary 2013 0 LI 1OICIAllt SS MARY W PUART. ANNA 11* LAW DI AN WAS 11ANS MOM 11A1101. liar AK MUMMA CONMS100•11111 7 A/r/ICARI. ACCOMAANYINO 04PCIWOM. Ma ouge C00111C1. ANCHAtO4C1RA1 Aa SUMMAR MMAO( W AtitiCAVOW suraci UnAll An THAI /*V 1411St OR EA1110.031 WWI 10 ANY QUIS11011 MP et tgownt 30AAA SUIS(QUEIll 1AVOgA14:41nI ISWIP.1111b14. :" /...) 6 tit SIGNATURE Of kaiotsmtkoat?., 1. • co Zi3 • e 4 rO DAYTIME CONTACT NUMBER l ' hortr. W00802 MAILING ADDRESS St. Thorrias,15 00802 PHYSICAL ADDRESS • EMAIL ADDRESS )VoinmagicOsyslaca subscribed and sworn re Wore me this ca.fraoy SC:11 oi LiTietvaLre!4 se-v4 ;4. Brett A. Cary Now! Public tii14144 I themn 411k1. tiSV/ My.Cor.mliblegtpict December 21.2015 My eotamlniaa Eyplia: CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) taiStW-0000766 EFTA_00019636 EFTA00169373  VC GI pis n GOVERNMENTOF THE VIRGIN ISLANDSOF THE UNITEDSTATES CHARLOTTE AMALIE, ST. THOMAS, VI ONO OFFICE OF THE LIEUTENANTGOVERNOR CERTIFICATE OF EXISTENCE Tx) Whom 'these Presents Shall Come: 1, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin islands:do hereby certify: That SOUTHERN' FINANCIAL, LLC filed Articles OfOrganization with the Office of the Lieutenant Governor. oniebrillity 25, 2013 and the Company is duly organized under the laws of the United States Virgin Islands; That the duration ofibis LimitedLiability Company&perpetual: ••• That the company has paid' all applicable fees to date; and That Articles of Termination have not been filed by the company. In Witness Whereof. I have hereunto set my hand and affix the Sealsof the Government of the United States Virgin Islands, at Charlotte Amalie, this 2.5th day of June, Al). 2013. rk. R. FRANCIS Lieutenant Governor of the Virgin Islands CONFIDENTIAL— PURSUANT TO FED. R. CRIM. P. 6(e) a -90-0767 EFTA_00019637 EFTA00169374  Nv„ TNt ONIrkt)SlAIES VIRGLYNANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens Gade 1105 King Stroor Charlotte Amcte. virgin Islands 00802 Chrlsibnsled virgin Islands 00820 Phone - 340.776.8515 Phone 340.773.6449 Fax - 340.776.4612 Fox - 340.773.0330 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. Denise Johannes Director, Division of Corporation and Trademarks DJ/gg CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) tRatV-0768 EFTA_00019638 EFTA00169375  sda..Vatrailter.S.r.riv ISZIMILItaffa arlitdarn.;:.Z.Yer..a14:::::721113:72Z4107SMitrat.. Corp No. 583164 GOVEHNIVIEITIT OF THE 1/167150iM IISLICIOS OF .(611E WHIM STATES CHARN.OTTE AMAUE, ST. TIllaitThS, Vi OO84)2i ©En'TIFEICATE OF EXISTENCE Q ra ill tl.r, O Whom t!Gbetie Vrctkittil ball entire: ) ',GREGORY R.FRANCIS, Lieutenant Governor of the Virgin Islands do hereby certify that lam, by vilitte of the laws of the Virgin Islands? the dustOdian.of the corperatt records and the proper officer to execute this certificate. I further certify thattlic records of this office disclose that SOUTHERN FINANCIAL; LLC Limited Liability Comptuty was duly regilatied. to conduct business. in the Territory on February 25, 2013 told has a legal existence as a Lathed Liability Company so far as the reconls of this office show. .Witness my hand mul the seal of the •Govemment of the