EFTA01387600.pdf

CONSENT OF THE BOARD OF DIRECTORS OF SOUTHERN TRUST COMPANY, INC. The undersigned, being all of die Directors of SouthernTritst Company, Inc., a US. Virgin Islands Corporation ("the Corporations), hereby certify that :the following resolutions were unanimously adopted and entered into by the.Board of Directors on the 19" day of March 2011 WITNESSETH: WHEREAS, the Corporation is a gorpotaiion organized and existing under the laws of the U.S. Virgin Islands; WHEREAS, the Bond of ThrectOrs as of the date of this Consent are as follows: Jeffrey Epstein Darren IC Inclyke Richard Kahn WHEREAS, the undersigned, being all of the directors of the Corporation; consent to the taking. of the following actions in lieu of a meeting of the Board of Directors in'accordance with the General. Corporation LaW of the United States Virgin Islands: (the "Ga.') and waive any notice to be given in connection with the'ineeting pursuant to the GCL; • • . WHEREAS, Financial Tnist Conipany, Inc., a corporation organized and existing under the laws of • the United States Virgin Islands ("FIt'), is the sole shareholder of Jeepers,. Inc, a corporation, organized and existing under the laws of the United States Virgin Islands ("Jeepers"), which has elected to be:taxed as a qualified subchapter S suhsidiaty; • WHEREAS, the Board of Directors of FTC determi the it is iti the best bite-rests of the Corponation and its sole shareholder, Jeffrey E Epstein ("Epstein"); to !loafer and distulaute to Epstein all of the issued and outstanding shares of Jeepers, free and clear of all hens, claims int enCumbrinces (the '7eepers Interest"), such that Epstein shall become the sole shareholder of Jeepers; WHEREAS, Epstein is also the sole shareholderOf Corporation; • • " WHEREAS, the Corporation, s• the sole menthe! of Southern LLC, a United S Virgin Islands limited liability company organized on February 25, 2013 ("SF"); and . . , WHEREAS, the Board of Directors of FTC •has determined that it is in the best interests of FTC and its sole shareholder to merge FTC into SF, upon the completion of which merger SF Shall be the surviving entity of said merger (the "Merger); CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0090616 CONFIDENTIAL SDNY_GM_00236800 EFTA01387600