EFTA00169548.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 Financial, LLC hereinafter called the "Limited Liability Company" or "LLC," and hereby BS Nara. of USW liability Company, 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. faianmai is/are hereby appointed agent(s) and attomeyls)•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 Dint'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, 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 or arising from disputes by or among any 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 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 the terms of the authori ( 90 end indemnity o )413 Signature of Managing Date Jeffrey Epstein Print Name Deutsche Bank Securities Inc.. a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the U Med S ates 09-PWM-0168 OM 25C (05/111 RCA 006413.051811 CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) telAW-111951 EFfA_00O19821 EFTA00169548  OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LLC A U.S. Virgin Islands Limited Liability Company THIS OPERATING AOREBMENT (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 Rod I look Quarter, 133, St. 'Thomas, U.S. Virgin Islands 00802, and which hereby forms Southern Financial, 1.I ,C, A U.S. Virgin Islands Limited Liability Company (the "Company") pursuant to the U.S. Virgin Islands Uniform Limite d Liability Company Act (the "Act") upon the following terms and conditions: SECTION 1 ORGANIZATION & FORMATION A. Fsgmalina. The Company has been organized as a U.S. Virgin Islands Limited Liability Company wider and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on 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. arposes. 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 US. 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. I). Dueling, Te Company shall continue in existence perpet ually, beginning on the date of filing of the Articles, unless terminated by law or dissolved and terminated. E. Registered Office and Resident Anent and Place of Business. The Registered Office and Resident Agent of the Company for service of process within the territo ry shall be: Business Basics VI, LLC, 9100 Port 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. Thoma s, U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine. SECTION If CAPITAL STRUCTURE; MEMBERSHIP UNITS AND CONTRIBUTIONS/1' N$FER OF MEMBERSHIP UNIT S 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, 1 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) anbi952 EFTA_00019822 EFTA00169549  set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue to the Sole Memb er that number and class of Units so subscribed and contributed for. 'Ilse Sole Member• may make additio nal 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 dine. Subject to the provisions of this Section, the Sole Member may assign Its Membership Interest in the Company in whole or In part. The assignment of a Membership interest does not itself entitle the assignee to participate in die management and affairs of the Company or to becom e a member. Such assignee is only entitled to receive, to the extent assigned, the distrib utions the assigning Sole Member would otherwise be entitled to, and such assignee shall only becom e 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 power s 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 restrictions and liabilities of the members. C. 9 Interest Nolcum of Capitall. 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 entitle d to withdraw, or to receive a return of, a capital contribution or any portion thereof SECTION III CAPITAL ACCOUNT A. Capital ACCellin. A capital account ("Capital Account") shall be maintained for the Sole Member, and any additional member in accordance with the provis ion of this Article. 1. Increases in Account The Capital Account of the members shall be increased by: (a) The fair market value of the members' initial capital contrib ution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Comp any, the adjustments to Capital Accounts required by Treasury Regulation Section (I) and (g) and Section 1.704-1(bX4)(1) shall be made. 1.704-1(b)(2)(1vXd), (c), (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 exemp t from income taxation) as provided under this Agreement, or otherw ise by Regulation Section 1.704-1(b)(2)(iv). 2 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 1MIDO-b901);953 EFTA_000 19823 EFTA00169550  (e) The amount of Company liabilities that are assumed by the memb ers. 2. Decreases 'm_CapitalSenurt. The Capital Account of the members shall be decreased by: (a) The amount of money distributed to the members by the Comp to any provision of this Agreement. any pursuant (b) The fair market value of property distributed to the memb ers by the Company (net of liabilities secured by such distributed proper ty that such members arc considered to assume or take subject to under Code Section 752). (c) Allocations to the members of Losses. (d) Allocations to the members of deductions, expenses, Nonrecourse Deductions and net losses allocated to it pursuant to this Agreement, and the of members' share Company expenditures which are neither deduct ible nor properly chargeable to Capital Accounts under Code Section 705(a)(2)(13) or arc treated as such expenditures under Treasury Regulation Sectio n 1.704-1(b)(2)(iv)(i). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (c) The amount of any liabilities of the members that are assumed by the Company. SECTION IV ALLOCATIONS AND DISTRIBUTIONS. A. Ajhusiong For purposes of maintaining the Sole Member's Capita l 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 incom e, gain, loss, deduction, and credit recognized or allowable for Federal income tax purposes shall be allocated and credited or charged to the Sole Member: B. Distributions. Net cash flow shall be distributed in the following priority, 1. First, to the Sole Member in repayment of any advance of funds to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if any; 2. Additional distributions, it' 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) D$a-b 90bt9S4 EFTA 00019524 EFTA00169551  C. Distribution tmon Liquidation of the Company. I. At the termination of the Company and atter 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 fast, in discharge of their respective capital interests; and then, in proportion to the Memb ership Units. 2. if the Company lacks sufficient assets to make the distrib utions described in the foregoing paragraph, the Company will make distributions in proportion to the amount of the respectivc capital interest of the Sole Member and any dissociated members whose interests have not been previously redeemed. SECTION V MANAGEMENT OF BUSINESF A. jp_Oateral. The Company shall be manager•man aged. Jeffrey Epstein shall be the initial manager of the Company. The manager shall manag e the business and affairs of the Company and shall have full and complete authority, power and discretion to do all things necessary or convenient to manage, control and carry out the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. B. Voting of Membership Units. A Membership Unit is entitle d 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 LIAI3ILITV; INDEMNIFICAT ION A. Exculpation of Liability. 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. B. indenutification. I. Except as otherwise provided in this Section, the Company manager of the Company and may indemnify any employee shall indemnify the 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, administrativ e, or investigative, and whether formal or informal, other than an action by or in the right of the Company, by reason of the fact that such person Is or was a member, emplo yee or agent of the Company against expenses (including attorneys' fees), judgments, penalt ies, 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) W90-801);955 EFTA_00019825 EFTA00169552  person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the host interests of the Company and with respect to a criminal action or proceeding, if such person had no reason able cause to believe such person's conduct was unlawtbl. 2. To the extent that any manager, member, employee or agent of the Company has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred by such person in connection with the action , suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein, 3. Any indemnification permitted under this Section, unless shall be made by the Company only as authorized ordered by a court, 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 amoun ts paid in settlement. This determination and evaluation shall be made by a majori ty vote of the members who are not parties or threatened to be made patties to the action, suit or proceeding (except in the event that there are 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 1,20 MDATION 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 Fleatungs. The Section headings and numbers contain ed in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, Emit or describe the scope or intent of any provision of this Agreement. B. Severability. The invalidity or imenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agree ment shall be construed in all respects as if such invalid or unenforceable provisions were omitted. C. Amendment. This Agreement may be amended or revoke d at any time, in writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in writing and signed by the Sole Member. 5 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) %WO -L(01)8956 EFTA_000 19826 EFTA00169553  D. Medina Effect. Subject to the provisions of this Agreem ent relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributers, heirs, successors and assigns. E. Governing Lag. Regardless of the place where this Agreem Solo Member, the rights and obligations of the Sole Memb ent may ho executed by the er, and any claims and disputes relating thereto, shall be subject to and governed by, and constru ed 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 first written above. WITNESSETH: By: SOUTHERN TRUST COMPAN-Ylga, Sole Member By: effrey E. Epsteit sid 6 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) U$-S 0b 901);957 EETA_00019827 EFTA00169554  ARTICLES OF ORGANIZATION OF SOUTIIERN FINANCIAL, LLC 1, the undersigned natural person of the age of aighteen years or more, acting limited liability company under the Unif as organizer of a orm Limited Liability Company Act, 13, Virgin Islands Code ("Uniform Lim (Am pler 15, Title ited Liability. Company Act"), following Articles of Organization for such do hereby adopt the limited liability company; ARTICLE ONE NAME, ADDRESS AND PRIKIPALQUICg Name and Address 1. The name and address of the limited liabilitycompany shall be Southern "Company"), 9100 Port of Sale Mall, Suit Financial, LLC (the e 15. St. Thomas, U.S. Virgin physical address and mailing address of Islands 00802. The the Company are the same. Principal Office 2. The principal office and permanen ra 141 t address re.:: the transaction of busin shall be the address stated in Paragraph gsis orthe t'abanpany 1 of these Articles as the physical Company. 6a.litirem Jt the (.1 r 0.) .4 Resident Agent and Office ..1 c., C 11J 3. The mailing address of the Company 's initial designated office is 9100 Port 15, St. Thomas, U.S. Virgin Islands 0080 tif StII6 MaSuite 2. The physical address of the Company 's initia: designated office is 9100 Suite IS, St Thomas, U.S. Virgin Islands Port of Sale Mall, 00801 The name of its initial resident agent at such address is Business Basics VI, LW. The business address of the resident agent and the address of the desi identical. gnated office are ARTICLE TWO PURPOSE fie purpose for which the Company is organized 's to engage in any and all which a limited liabillly rompany may lawful business for be Company Act and the other laws of the U.S. organized under the Uniform Limited Liability Virgir :slands. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) atMtg95 8 EFTA_00019828 EFTA00169555  The foregoing paragraph shall be construe d as enumerating both objects and Company, and it is hereby expressly purp provided that the. foregoing numerati oses of this purposes shall not be held to limit or restrict in any manner the purpose° on of specific otherwise permitted by law. of this Company ARTICLE THREE DURK ON ANQWKIMMY The period of duration of this Company shall be perpetual. No member shall dissolve the Company by his or her inde have the power to pendent act of any kind. ARTICLE FOUR Q...UMBER The name and address of the organizer o of this Company is: 4D ;1 1; ;, 12 ri Greg J. Ferguson Mailing Address: 9100 Port of Sale .423 Thomas, U.S. Virgin Islands 00802 ,rSuite41; St. :c rn e -n Physical Address; 9100 Port of Sale rn Milli:Anti-115i' St. Thomas, U.S. Virgin Islands 00802 41.: ,a; ARTICLE FIVE -n MANA,CIDLENT The Company shall be manager-managed. The initial manager of the Company Epstein. The physical and mailing addr shal ess of the initial manager of the Company l be Jeffrey Sale Malt, Suite 15, St. Thomas, US. Virg is 9100 Port of in Islands 00802. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousan Dollars (US$1,000.00). d United States ARTICLE SEVEN LIMITATION OP LIABILITY No manager of the Company shall be liable to the Company or its members damages for an act or an emission in such for monetary manager's capacity as a. member, exce of a manager for (i) a breach of a man pt for liability ager's duty of loyalty to the Company or an act or omission, not in good faith, that its members, (ii) constitutes a breach of duty of a Company or an act or omission that invo manager to the lves intentional misconduct or a kno the law, (ill) a transaction from which a man wing violation of ager received an lntpmper benefit the benefit resulted from an action take whether or not n within the scope of the manger's act or omission for which the liability of position, or (iv) an a manger is expressly provided for by an applicable 2 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) WatigiMg959 EFTA_00019829 EFTA00169556  statute. If the Uniform limited liability Company Act or other applicable law authorize action further eliminating or is amended to !fruiting the liability of managers, then manager of the Company shall be elim the liability of any inated or limited to the fullest exte Uniform Limited Liability Company nt permitted by the Act or other applicable law, as so amended . Any repeal or modification of the foregoin affect any right or protection of any manager g paragraph by the members shall not adversely existing at the time of such repeal or modification. ARTICLE EIGHT hapellgal.W3ILITY No member of the Company shall be liabl e for the debts and obligations of the Section 1303, Subsection (c) of the Uniform Company under Limited Liability Company Act. ARTICLE NINA arali3 !AMITY If any phrase, clause, sentence, paragrap h, or provision of these Articles of to be void or illegal, then it shall not Organization is held impair or affect the balance ofgh