EFTA01282465.pdf

1.-..0%.1 1l Cd OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LW 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 Hook 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 Kw], Uniform Limited Liability Company Act (the "Act") upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. Bongo. 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 "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. purposes 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. Thoim.. 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. Registered Office and Resident Anent 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 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 Thomas, U.S. Virgin lcM&' 00802 or such other place or places as the Sole Member may handier determine. SECTION II CAPITAL STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution blithe 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 amormt of cash, or of the property-in-kind, or both, 1 SDNY_GM_00037956 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000780 EFTA_00I48565 EFTA01282465  ule of Capital Contributions attached set forth opposite the Sole Member's name on the Sched Member that number and class of Units so hereto. The Company shall thereupon issue to the Sole make additional capital contributions at any subscribed and contributed for. The Sole Member may time and in any amount that it may desire. may transfer any or all of its B. Trait of Membership Units. The Sole Member and from time to time. Subject to the Membership Units to any person or persons, at any time its Membership Interest in the Company in provisions of this Section, the Sole Member may assign t does not itself entitle the assignee to whole or in part. The assignment of a Membership Interes to become a member. Such assignee participate in the management and affairs of the Company or distributions the assigning Sole Member would is only entitled to receive, to the extent assigned, the e an assignee of a Membership Interest otherwise be entitled to, and such assignee shall only becom ership interest shall be admitted as a and not a substituted member. An assignee of a memb and powers of the assignor only if all the substitute member and shall be entitled to all the rights has to the extent assigned, all of the rights members consent If admitted, the substitute member, ies of the members. and powers, and is subject to all of the restrictions and liabilit utions to the Company shall not earn C. No Interest No Return of Capital. Capital contrib Agreement. Except as otherwise interest, except as otherwise expressly provided for in this be entitled to withdraw, or to receive a provided in this Agreement, the Sole Member shall not return of, a capital contribution or any portion thereof. SECTION III CAPITAL ACCOUNT shall be maintained for the Sole A. Capital Account A capital account ("Capital Account") the provision of this Article. Member, and any additional member in accordance with the members shall be 1. increases in Capital Account. The Capital Account of increased by: contribution and any (a) The fair market value of the members' initial capital the Comp any. If any property, additional capital contributions by the members to Comp any, the adjustments to other than cash, is contributed to or distributed by the 1(bX2 XivXd), (e), 1.704- Capital Accounts required by Treasury Regulation Section (f) and (g) and Section 1.704-1(bX4XT) shall be made. of Company property, if (b) The members' share of the increase in the tax basis any, arising out of the recapture of any tax credit (c) Allocations to the members of Profit. t from income (d) Company income or gain (including income and gain exemp ise by Regulation Section taxation) as provided under this Agreement, or otherw 1.704-1(bX2Xiv). 2 SDNY_GM_00037957 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED IR_ CRIM. P. 6(e) DB-SDNY-0000781 EFTA_00148566 EFTA01282466  (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 mcwbers 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 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 members' share of Company expenditures which are neither deductible nor properly chargeable to Capital Accounts under Code Section 705(aX2XB) or are treated as such expenditures under Treasury Regulation Section 1.704-1(bX2XivX0. "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 ALLOCATIONS AND DISTRIBUTIONS. A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses end 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. Distributions. 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 SDNY_GM_00037958 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED IR_ CRIM. P. 6(e) DB-SDNY-0000782 EFTA_00148567 EFTA01282467  C. Distribution =on Liquidation of the Company. 1. At the termination of the Company and after 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 Iinvective capital interests; and then, in proportion to the Membership Units. 2. If the Company lacks sufficient assets to make the distributions 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. In 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 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 entitled 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 LIABILITY: INDEMNIFICATION A. Exculpation of Liability. Unless otherwise provided by law or expressly assumed, the Sole Member shall not be personally liable for the acts, debts or liabilities of the Company. B. Indemnification. 1. Except as otherwise provided in this Section, the Company 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, administrative, 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, 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 SDNY_GM_00037959 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000783 EFTA_00148568 EFTA01282468  person in a like position would exercise under similar circumstances, and in a manna 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 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 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 LIQUIDATION 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. Sectionlleadings. The Section /tailings 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, limit or describe the scope or intent of any provision of this Agreement. B. Severability. The invalidity or unenforceability of any particular 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. Amendment 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. 5 SDNY_GM_00037960 CONFIDENTIAL DB-SDNY-0000784 CONFIDENTIAL — PURSUANT TO FED R CRIM. P. 6(e) EFTA_00148569 EFTA01282469  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 respot-tive distributees, heirs, suntssors 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 disputes 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 Ong Agreement on the day and year fast written above. WITNESSETH: By: SOUTHERN TRUST COMP C. Sole Member By: effrey E. Epste 6 SDNY_GM00037961 CONFIDENTIAL DB-SDNY-0000785 CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) EFTA _00148570 EFTA01282470