EFTA01282593.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 as (Name of Limned wow 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. c(Pr--e e Lei inarnesi is/are hereby appointed agent(s) and attomey(s).in-fact of the Limited Liability Company (each an "Agent"). Each Agent is authorized to buy, sell (including short sales) and trade in stocks, bonds and any other securities, listed or unlisted, on margin or otherwise, in said account in accordance with 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 agreements) 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 ( 21irstiand indemnity 1-D H3 Signature of Managing Date Jeffrey Epstein Print Name Deutsche Bank Securities Inc.. a subskIssry of Deutsche Bank AG, conducts investment banking and securities activities in the U had Sta es. III IMIE I! LL A IIIIIIIII 09-PVM-0168 OM 25C (C6/11) LLCA 003411051811 SDNY_GM_00038127 CONFIDENTIAL - PURSUANT TO FED R GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0000951 EFFA_00148736 EFTA01282593  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 I look 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 Company Act (the "Act') upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. Eprfflaccun. The Company has been organized as a U.S. Virgin 'elands Limited Liability Company wider and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act') by the filing of Articles of Organizaticin ("Articles") with the Office of the Lieutenant Governor. on February 25, 2013, as required by the Act. B. $amc. The name of the Company shall be "Southern 'Financial, L '. 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. &poses. The purpose of the Company is to operate any lawfid 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 continuo in existence perpetually, beginning on the date of filing of the Articles, unless terminated by law or dissolved and terminated. B. Rwistered Office and Resident Agent and Place of Business. The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Business Wien 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, 83, St. Thomas, U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter detemine. SECTION II CAPITAL STRUCTURE; MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution by the Sole Member: Initial issuance. The Sole Member's ownership rights in the Company shall be reflected in "Membership Units", as recorded in the Company's records. Upon the formation of the Company, the Sole Member shall make a capital contribution to the eapltal of. the Company in the amount of cash, or of the property-in-kind, or both, SDNY_GM_00038128 CONFIDENTIAL DB-SDNY-0000952 CONFIDENTIAL - PURSUANT TO FED_ R CRIM. P. 6(e) EFTA_00148737 EFTA01282594  set forth opposite the Sole Member's name on the Sched ule 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. The Sole Member may make additio nal capital contributions at any time and in any amount that it may desire. B. Transfer of Menibergilat,s The Sole Member may transfer any or all ofits 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 Memb ership Interest in. the Company in whole or in part. The assignment of a Membership Interes t does not itself entitle the assignee to participate in the management and affairs of the Company or becom to 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 become an assign ee 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 tlx: 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 tlx: 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 Account. A capital account ("Capital Account") shall be Member, and any additional member in accordance with the provis maintained for the Sole ion of this Article. 1. Increases inflaigUesount The Capital Account of the members shall be increased by: (a) The fair market value of the members' initial capital contrib additional capital contributions by the members to the Comp ution and any any. 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 1.704-1(b)(2)(1v)(d), (c), (0 and (g) and Section 1.704-1(bX4)(0 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 ofProfit (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)(2Xiv). 2 SDNY_GM 00038129 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000953 EFTA_00148738 EFTA01282595  (e) The amount of Company liabilities that are assumed by the members. 2. Peeivases in Capital Account. The Capital Accou nt 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 suoh distributed propeny 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, expens es, Nonrecourse Deductions and net losses allocated to It pursuant to this Agreement, and the members' share of Company expenditures which an; neither deduc tible nor properly chargeable to Capital Accounts under Code Section 705(a) (2)(13) or are treated as such expenditures under Treasury Regulation Sectio n 1.704-1(b)(2Xiv)(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 ALLOCATI9NS AND DIS1'RII3UTION$• A. Allocations. For purposes ofmaintaining the Sole Memb er's Capital Account, all of the Company's net profits, net losses, expenses and other items of incom e, 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. Distibutions. 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, includ ing interest thereon, if any; 2. Additional distributions, if any will be made to the Sole Member, in such amounts and at such limos as determined by the Sole Member. 3 SDNY_GM_00038130 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000954 EFTA_00148739 EFTA01282596  C. DistdbutionmaLinuidation of the Commas+. I. At the termination of the Company and alter the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash to the Sole Member and any dissociated members whose interests have not been previously redeemed first, in discharge of their respective capital interests; and then, in 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 respective capital interest of the Sole Member and any dissociated members whose interests have not been previously redeemed. SECTION V MANAGEMENT OF BUSINESS A. Jn 08110(81. 1110 Company shall be manager-mana ged. 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. 13. Voting of Membership Units. A Membership Unit is entitled to be voted only if it is owned by a member and each such Membership Unit shall be entitle d 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: INDEMNIFICATION A. Exeulpation of Liability. Unless otherwise provided by law or expressly assumed, the Sole Member shall not he personally liable for the acts, debts or liabilit ies of the Company. 13. Thclamacteglim 1. Except as otherwise provided in this Section, the Comp any shall 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, 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' fres), 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 SDNY_GM 00038131 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000955 EFTA_00148740 EFTA01282597  person in a like position would exercise under similar circum stances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful. 2. To the extent that any manager, member, employee or agent of the 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 expen ses, 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 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 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 LIOUMATION 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 Headings The Section headings and numbers contain ed in this Agreement have been inserted only as a matter of convenience and for reference, and in 00 way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement. Severability. The invalidity or unenformability of any particu lar 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 omitte d. C. Amendment. This Agreement may be amended or revoke the consent of the Sole Member. No change or modification d at any time, in writing, with to this Agreement shall be valid unless in writing and signed by the Sole Member. S SDNY_GM 00038132 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000956 EFTA_00I48741 EFTA01282598  D. Binding 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. flpyoS]glaw. Regardless of the place where Solo Member, the rights and obligations of the Sole this Agreement may ho executed by the Member, and any claims and disputes relating thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Teiritory of the U.S. Virgin Islands. IN WITNESS WHEREOF, the Sole Memb er makes and executes this Operating Agreement on the day and year first written above. WITNESSETH: By: SOUTHERN TRUST COMPANY;INC., Sole Memb er By: alley E. Epsteitl Presid 6 SDNY_GM 00038133 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000957 EFTA_00148742 EFTA01282599  ARTICLES OP ORGANIZATION Op SOUTHERN FINANCIAL, LW I, the undersigned natural person of the age of yeas or more, acting as limited liability company under the Unif orm Limited Liability Company Act, organizer of a 13) Virgin [stands Code ("Uniform Limited Chapter 15, Title Liability Company Act"), do following Articles of Organization for hereby adopt the such iiability company: ARTICLE ONE NAM, ADDRESS AND PKIN CIPAL. QUIZ Name and Address 1. The name and address of the limit ed liability company shall be Souther "Company"), 9100 Port of Sale Mail, n Financial, LLC (the Suite EL St. Thomas, US. Virgin physical address and mailing address Islands 00802. The of the Company are the same. Principal Office .... 2. The principal office and permanent addr en Z:; , ,.., ess lc:- the transaction of . shall be the address stated in Paragrap businytts h 1 of these Articles as the phys orihe ebrnpany Company. a ical aidreAs the , i 'C.11 C in Resident Agent and Office ,. t t it) 3. The mailing address of the Company's initial designated office is 9100 Por 15, St. Thrones, U.S. Virgin Islands 0080 ttif SAYS, Mtgi, Suite 2. The physical address of the Compan y's initia: designated office it; Suite 15, SL Thomas, US. Virgin Islands 008 9100 Port of Sale Mall, 01 The name of its initial resident agent at such atitin.w is Business Basics VI, The business address of the resident agent and the address of the identical. designated office are ARTICLE TWO PURPOSE The purpose for which the Company is organized is to engage in any and which a limited liability company all lawful business for may be organized under the Unif Company Act and the other laws of the orm Limited Liability US. Virgin islands. SDNY_GM_00038134 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED_ R CRIM. P. 6(e) DB-SDNY-OO00958 EFTA_00148743 EFTA01282600  The foregoing paragraph shall be cons trued as enumerating both objects and Company, and it is heathy expressly purposes of this provided that the foregoing num purposes shall not be held to limit eration of specific or restrict in any manner the purposes otherwise permitted by law. of this Company ARTICLE THREE MIRA' ON ANP CONTJNUITY 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 ORGANIZER ru The name and address of the organize 0 r of this Company is: C) 7.1) -n -t) rn :74 Greg J. Ferguson Mailing Address: 9100 Port of eta 6.) Sale ratite- :c4j St. 'Thomas, US. Virgin Islands 00802 tit r22 c Physical Address: 9100 Port of Sale c!.*l -tft Thomas, US. Virgin Islands 00802 SixiteMIR St. :1744 1;1 ARTICLE RIVE to MANAGEMIM The Company shall be manager-manage d. The initial manager of the Com Epstein. The physical and mailing address pany of the initial manager of the Companyshall be Jeffrey Sale Mall, Suite 15, St. Thomas, US. Virg is 9100 Port of in Islands 00802. ARTICLE SIX (Anal The Company shall begin business with capital in the amount of One Thousand Dollars (US$1,000.00). United States ARTICLE SEVEN /IMITATION OP LIABILITY No manager of the Company shall be liable to the Company or its mem damages for an act or an omission in such bers for monetary manager's capacity as A member, except of a manager for (I) a breach of a manager for liability 's duty of loyalty to the Company or an act or omission, not in good faith, its members, (10 that Company or an act or omission that invo constitutes a breach of duty of a manager to the lves inttattional misconduct or a kno the law, (Ili) a transaction from which a wing violation of manager received an improper bene the benefit resulted from an action take fit, whether or not n within the scope of the manager's act or omission for which the liability position, or (iv) an of a manager is expressly provided for by an applicable 2 SDNY_GM_00038135 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED_ R. CRIM. P. 6(e) DB-SDNY-0000959 EFTA_00148744 EFTA01282601  statute, If the Uniform Limited Liab ility Comparry Act or other applicab authorize action further eliminating or le law is amended to limiting 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 Act nt permitted by 0w or other applicable law, as so amended . Any repeal or modification of the fore going paragraph by the members shal affect any right or protection of any man l not adversely ager existing at the time of such repe al or modification. ARTICLE EIGHT MANN,) R~ LABILITY No member of the Company shall be liable for the debts and obligations Section 1303, Subsection (c) of the Uniform of the Company under Limited Liability Company Act. ARTICLE NINE