EFTA01412554.pdf

EFTA01412554 EFTA01412555 EFTA01412556 EFTA01412557 EFTA01412558 EFTA01412559 EFTA01412560 EFTA01412561 EFTA01412562 EFTA01412563 EFTA01412564 EFTA01412565 EFTA01412566 EFTA01412567 EFTA01412568 EFTA01412569 EFTA01412570 EFTA01412571 EFTA01412572 EFTA01412573 EFTA01412574 EFTA01412575 EFTA01412576 EFTA01412577 EFTA01412578 EFTA01412579 EFTA01412580 EFTA01412581 EFTA01412582 EFTA01412583 EFTA01412584 EFTA01412585 EFTA01412586 EFTA01412587 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 aS (Name of Limited 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. , hereinafter called the "Limited Liability Company" or "LLC," and hereby T..gPry (Names) is/are hereby appointed agent(s) and attorney(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 Agentfs) 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 EFTA01412588 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^tion and indemnity of -7-3 tV3 Signature of Managing^ember Jeffrey Epstein Date Print Name Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. 09-PWM-0168 OM 25C (05/11) LLCA 006413.051811 OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LLC A U.S. Virgin IMands Limited Liability Company THIS OPBRATING AGREEMENT (tiiis "Agreement") is made and entered into as of Febi-uaiy 26, 2013, by Southern Trust Company, Inc. (hereinafter referred to as "Sole Member"), with a business addiess is 6100 Red Hook Quai ter, B3, St, Thomas, U.S. Virgin Islands 00802, and which hereby fonns Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the "Company") pursuant to the U.S. Virgin Isimrds Uniform Limited Liability Company Act (the "Act") upon the following terms and conditions; I SECTION I ORGANIZATION & FORMATION Ai Fonnation. 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") EFTA01412589 by the filing of Aiticles of Organization ("Articles") with tire 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, JjLC". Tire 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. Piuposes. The purpose of the Company is to operate any latvful business or to effectuate any purpo.se permitted by tire law of the territory of the U;S, Virgin Islands, The Company shall have all die 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, tmless terminated by law or dissolved and fenminated. E. Registered Office and Resident Agent and Place of Business. The Registered Office and Resident Agent of the Company for semce of process widiin the terntoiy shall be: Business Basics Vl, LLC, 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S, Vhgln Islands 00802. The Company's principal place of business is 6100 Red Hook Quarter, B3, St. Tiionias, U.S. Virgin Islands 00802 or sucii other place or places as the Sole Member may hereafter detennme. SECTION II CAPITA!. STRUCTURE; MEMBERSHIP tlNITS AND CONTRTDUTIONS/TRANSFER OF MEMBERSHIP UNITS I A. Capital Conhabution by the Sole Memben Initial Issuance. The Sole Member's ownerislnp rights in the Company shall be reflected in "Membership Units", as recorded in the Cbmpahy's records. Upon the formation of thC' Company, the Sole Member shall make a capital contribution tp the capital of the Company in the amoimt of cash, of of the property-in-kind, or bodr, I I 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 tuid class of Units so subscribed and conUibuted for. The Sole Member may make additional capital conbibutions at any time and in tmy amotmt that it may desii-e. B. Transfer of Membership Units. The Sole Member may transfer ar^ or all of its Membership Units to any person or persons, at any time and from time to EFTA01412590 tune. Subject to the provisions of this Section, the Sole Member may assign its Membership Interest in the Company in wiiole or in pai-t. The assignment of a Membership Interest does not itself entitle the assignee to participate in the management and aftairs of the Company or to become a member. Such assignee is only entitled 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 Intei'est and not a substituted jnember. 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 restrictions 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 olheiwise 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 m CAPITAL ACCOUNT A. Capital Account. A capital account ("Capital Account") shall be maintamed for the Sole Member, and any additional member in accordance witli the provision of this Article, 1. Increases in Capital Account. The Capital Account of the members shall be increased by: (a) 'fhe fair mai'ket value of the members' initial capital conPibution and any additional capital contribution.s by the members to die 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 1.704-1 (b)(2)(iv)- (d), (e), (j) and (g) and Section 1 704-I(b)(4)(I) shall be made. (b) The members' share of the increase in the tax basis of Company properly, 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 fieni income taxation) as provided under tliis Agreement, or otherwise by Relation Section 1.704-1 (b)(2)(iv). 2 EFTA01412591 (e) The amount of Company liabilities tliat are assumed by tire members. 2. Decreases in Capital Account. The Capital Account of the members shall be decreased by: (a) The amotmt of money dishibuted to the members by the Company pursuant to any provision of this Agi'eement. (b) The fair market value of properly distributed to the members by the Company (net of liabilities secured by such distributed property tliat such members are considered to assume or take subject to under Code Section 752). (c) Aliocations to the members of Losses. (d) Allocations to the meinbera of deductions, expenses, Nomccourse 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)(B) or ai'e treated as such expenditmes under Treasmy 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 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 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 sind credited or charged to the Sole Member. B. Dish-ibutions. Net cash flow shall be distributed in the following priority, 1. Fust, 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. I C. Distributiou upon Liciuidatlon of the CoinBmiv. 1, At the termination of the Company and after tire Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Gompanyfs assets will be distributed in cash to the Sole Member and any EFTA01412592 dissociated members whose interests have not been previously redeemed first, in discharge of tlieir respective capital interests; and tlien, in proportion to the Membership Units. 2. if the Compairy lacks sufficient assets to make the distributions described in the foregoing paragraph, tire 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. Tiro Company shall be manager-managed. Jeffrey Epstein shall be the initial manager of tire Company. The manager shall manage the business and affairs of the Company and slrall have full and complete authority, power and discretion to do all things necessaiy or convenient to manage, control imd carry out tire 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 h'ansferec 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 otlierwise provided by law or expressly assumed, the Sole Member shall not be personally liable .for foe acts, debts or liabilities of foe Company. B. rndemnifioation. 1, Except as otherwise provided iir fois Section, the Company shall indemnify the manager of foe Company and may mdemnify any employee or agent of the Company who was or is a party or is thi-eatened to be made a party to a threatened, pending or completed action, suit or proceediiig, whether civil, criminal, administrative, or investigative, and whether fonttal 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 EFTA01412593 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, wifo the care an ordinarily prudent 4 person in a Jxke position wovild exercise under similar circumstances, and in a manner that such pci-son reasonabiy 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 pennitted under this Section, unless ordered by a coiuf, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper imder 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 deteimination and evaluation .shall be made by a majority yote of the members who ai-e not parlies or threatened to be made parties to the action, suit or proceeding (except in the event that there are no members other than llie Sole Member, in which event the determination and evaluation shall be made by the Sole Member, regai'dless 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 Tlie Company shall be dissolved, and shall terminate and wind up its EFTA01412594 affairs, upon the deteimination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A, Section Headings. Tlie Section headings and numbers contained in tins 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 tliis Agi- eement. 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 iri writing and signed by the Sole Member. 5 D. Binding Effect. Subject to the provisions of this Agreement relating to transfer-ability, 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 tire Sole Member, the rights and obligations of the Sole Member, and any claims and disputes relating tliereto, shall be subject to and governed by, and construed and enforced in accordance witlr the laws of the Ten-itoxy of the U.S. Virgin Islands. IN WITNESS WHEREOF, the Sole Member malces and executes this Operating Agreement on the day and year first written above. WITNESSETH: By: SOUTHERN TRUST COMPANYTlf^C„ Sole Member By: feffi-ey E. EpsteiibJPresid^ 6 I ARTICLES OF ORGANIZATION OF SOUTHERN FINANCIAL, LLC I I, thfi imdersigned naluraJ person of the age of eighteen years or more, acting as organiser of a limited liability company under the Uniform Limited Liability Company Act, EFTA01412595 Chapter 15, Title 15, Virgin Islands Code ("Uniform T-imited Liability Company Act"), do hereby adopt the followiirg Articles of Organization for such limited iiabilily company: ARTICLE ONE NAME, ADDRESS AND PRINCITAL OFFICE I Name and Address 1. The name and address of the limited liahilit}- company shall be Southern Financial, LLC (the "Company"), 9100 Port of Sale Mall, Suite 1:5. St. Thoma.s, U.S, Virgin Islands 00802, The physical address and mailing address of the Company are the same. Principal Office 2, The principal office and permanent address fcrr the hansaction of businfeas ofthe ^Amp shall be the adchess stated in Paragraph 1 of these Articles as the physical alklrerss iirf the Company. ,L; o -S ro -.1 ffi o g any • I Resident Agent and Office V.; Ni \ 3. The mailing address of the Company's initial ;.ie.signated office is 9100 Portdf Sfil'e Mall, Suite 15, St, Thoiiias, U.S. Yii'gin Islands 00802. -I The physical address of the Company's initia' de,signaled office is 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S, Virgin Islands 00802. The name of its initial resident agent at such address is Busmes.s Basics VI, LI.,C, The business address of the resident agent, and the address of the designated office identical, are ARTICLE TWO PURPOSE I'he purpose for which the Company is organized is to engage in any aird all lawful business for which a limited liability company may be orgar.ized under the Uniform Limited Liability Company Act and the other laws of the U.S. Virgin iBland.s, I The foregoing pnragi'aph shall be construed as enumerating both objects mid purposes of this EFTA01412596 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 TIIREB DURATION AND CONTINUITY The period of duration of tliis Company shall be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. ARTICLE FOUR ORGANIZER .—A co 0 0 The name and address of the organizer of this Company is: !H r-"i ri ^ > CO Mailing Address: 9100 Port of Sale MalLr-Suitenl" St. Thomas, U.S. Virgin Islands 00802 5 ^ . Physical Address: 9100 Port of Sale Mhll,-f"iteri5? St. Thomas, U.S. Virgin Islands 00802 ' ARTICLE FIVE MANAGEMENT ;-73 "Vt Greg J. Ferguson to 0 I .r: CO The Company shall be manager-managed. The hiitial manager of the Company shall be Jeffrey Epstein. The physical and niailiirg address of the initial manager of the Company is 9100 Port of Sale Mall, Suite 15, St, Thomas, U.S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Company shall begin busines,s with capital in the amount of One Thousand Uirited State,s Dollars (US$1,000.00). ARTICLE SEVEN LIMITATION OF LIABILITY No marrager of the Company shall be liable to the Company or its members for monetary damages for an act or an onrlssion in such manager's capacity as a member, EFTA01412597 except for liability of a manager' for (i) a breach of a managers duty of loyalty to the Company or its members, (ii) an act or omission, not in good faitlr, that constitutes a breaclr of duty of a manager to the Company or an act or omi8 sion that involve,s intentional misconduct or a knowing violation of the law, (iii) a ti'ansaction. from which a manager received an improper benefit, whether or not the benefit resulted from an action taken witliin tire scope of the manager's position, or (iv) an act or omission for which the liabdily of a manager is expressly provided for by an applicable 2 statute. If the Uniform Limited Inability Company Act or other applicable law is amended to authorize action furilrer elimirraling or limiting the liability of managers, tlien 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 a)ay manager existing a t the time of such repeal or modification. ARTICLE EIGHT MEMBER LIABILTrY I No member of the Company shall be liable for the debts and obligations of the Company under Section '1.303, Subsection (c) of the Uniform I.,imlted Liability Company Act. ARTICLE NINE SEVERABILITY If any phrase, clause, .sentence, paragraph, or provision of these Articles of Organization is held to be void or illegal, tiiear it .shall not impair or affect die balance ofcf>he.s^3A,rtides, and the undersigned Organizer of the Company does hereby declare that he would;:havfSi.signed and executed the balance of these Articles witliout such void or illegal provisions.'^" rs> o c/i g "VI xn ;3 ;n m EFTA01412598 -1 to I [signature page follows] 3 IN WITNESS WHEREOF, the undersigned person has hereunto sat his hand as Organizer of the Cojnpany tliis 25th day of February, 20X3. ,/ I /6regj, Ferguson I o e I 0 r-. IN THE TERRITORY OP THE UNOTiD STATES VIRGIN ISLANDS UNITED STATES OF AMERICA ru <D )~ ro CXI rn 0 C5 m BEFORE ME, the undersigned authority, on this 25th day of Februai^j 2&35, or?a»aIIy appeared Greg J. Fcrgu.son, who, being by me first duly sworn, declared that EFTA01412599 tit^ Jrferson who signed the foregoing document a.s tire Organizer of the Compairy andUhat1T&e statements contained in these Articles of Organization are inre. / T-'t ..t: I ./ v.at'r'Z'V'^C'.co Y/ f'. - 4 Notary Public in arid for the TeX/itory of the United States Virgiix Islands My commissioxi expires: i/ Briftt A, Geary Notary I'ublie W>-I24-II SI. 'rtioinas/ Si. John. USVI MyCommiiislnn Espiroa; UKciHterJl, 3915 4 FORM - RACA12 I Tni: ljMni:OSiArt>: '/'/rs.0 Lsiamos OFFICE OF TI-IE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEWARKS RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS I Busiy.ess Basics VI, LLC This writing witnesselh that I, the undersigned Southern Financ'a;, LIX having been designated by as resident agent of scrid company, upon whory service of process may be made in all suits I arising against said company in the Courts of the unEad States Virgin Islands, do hereby consent to act as such agent and that service of process may be made upon me in accordance with Title 13, Virgin Islands Code. 251;h 1 IN yyiTNESS WHEREOF, I have hereunto set .my signature this : elDruary 2013 day of EFTA01412600 g fcj I BtClAKf, UNDER PtNAlIV OE PtRJUBY, UNDE* 1IIF lAWS Of Dlt 11111im STAIES VfdSlli StAJtOS, 111At All STAtEMENIS CONTAINED IM DtlfATfltCA". AhR'anY ACCOMPANYING DCICUMEHIS. AAE TRUE AND COROECT, WITH FUll UMOVAEOGB TIIA: All STAIEHYNIS MADE IK THIS APPIICAIIOH AHE SUt'jECT Til jWieSTTGAlfoN AND [HAT ANY f AU6 OR DimONEJI ANSWER TO ANY QUESTION EAAY nC GROUNDS FOR OENIA1 OR SUSSEQUENI REVOCATION Of REGISIRATTCftl. UJ _ H cn <r> ■" in :c- • SIGNATURE OF RESpEWAGBliti;.;" I 9100 Port of Sale Mall. Ste 15, St. Thoma.s, 00802 -I DAYTIME CONTACT NltMDF.R MAILING ADDRESS 9100 Port of Sale Mall, Ste 15, St Thomas, VI 00802 PHYSICAL ADDRESS EMAIL ADDRESS I SilQIAirLACMOmiDCTMINT Subscribed and sworn to before me this jMtSP day os.J-.T1 ; *5r> " I r>i' 5i)C\oT al Notary Public mc>, \.C.vs»ry t^oiiTrylM'111-N"-U-'-" SI. T homas I Si. Ji'l'iv My Commission Enpircsi Dvcomlwr 21 V. My Commis^n JTRpires .303^ CorpNo. 583164 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES EFTA01412601 CHARLOTTE AMALIE, ST» THOMAS, VI 00802 CERTIFICATE OF EXISTENCE ZlPo ^rc^cntfll Come: I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands do hereby ceitil7 that I am, by virtue of the laws of the Virgin Islands, the custodian of the eorporate records and the proj^er officer to execute this certificate. I further certify that the records of this office disclose that SOUTHERN FINANCIAL, LLC Limited Liability Company was duly registered to conduct business in the Territory ojt February 25, 2013 and has a legal existence as a Limited Liability Company so far as the records of thi.s office show, Witness my hand and the seal of the Government of the Virgin Nlaiids of the United States, at Charlotte Amalie, St. Thomas, this 27th day of February, 2013. Lieutenant Governor of the Virgin islands ww GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -o- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 OFFICE OF THE LIEUTENANT GOVERNOR CERTIFICATE OF EXISTENCE To Whom These Presents Shall Come: I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands, do hereby certify: That SOUTHERN FINANCIAL, LLC filed Articles of Organization witli the Office of the Lieutenant Governor on February 25, 2013 and the Company is duly organized under the laws of the United States Virgin Islands; That the duration of this Limited Liability Company is 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 seal of the Government of the United States Virgin Islands, at Charlotte Amalie, this 25"' day of June A.D.2013 R. FRANCIS Lieutenant Governor of the Virgin Islands G I KAFm0OCA .iUritHOCYFAHiuV AmUVAL CAK,i / E3N^i^i;^RTE. EFTA01412602 Svcrehny n/ Sfa/a of //**v Vj/Ifer/ f'S of A outvh'if „ m ' bci'oh". ivtjiKils {?f! wbout H may mnf.t;rn to {m-uul the cflhMuh/dlhutU of the. Ihiiic/i Shitn iiiitiml btu eiu to j/oss ivilhmil f/nlay or himlfinn e (tnd iu erne of itvvtl ia ghie dU imvftil a hi and protect/on, m:. 1. ./m f' * -M Tife ':r 4 V; f Le Sucids'aire d'pial //<>v Hinh'-thi/s d'AMoripav prdsentei fontes anioritis combijtvnlvs de hi/ssur p/issar ie rilnypyh" i'f.s'.ififrasiorths/wl de( Htafs-Vnis fliiihiira du pnHent passepori, sam dP'hirfiu 'mn ^^ tfiifficnttd et, €)! MX de besniu, de ht} anordcr tonte aide, el protectiou Idpithi/es. i I ilfi-iVi SeirnhjpP de tlsfado de. ios P.slodos Ihif/hx de xinidricd pur el pivsenie xdUcita a idie ' c x^^"giUtorid/iJeti coiiipctenSes permltix (dpaxo dci eiadadmio o mu'P»hd de Ins Hstrtdos l),ttdm P<'. ncjuf nombmdo, sin demora ni dificnUtula, y eu enso de iieani-ditd, prcsi/- irk' toda in aytnla y prolecriiUt ik/tas. i ' ;fe dr (I 1 EFTA01412603 /,> "^"^"S1GNA'rU"I",pF mA tG-HTsiGNA1A1S"I TIT^^ Hly/l'inMA P.EL 'nTUI-AIi ifcr ' NOT VALID UNTH. SIGNED ' • . * Nit* . M- ■ PASSPORT PAiM^ORT PASAPORTE Typo / Typfi / T(po Coiic / Codu / CAdiiiti PassjKirl No, / No, du t'a^iupuUT'No. de 1»ai»p^;' ' 267320604 ' USA P SmnaoiB / IJoni /Apallidoe EPSTEIN I - i.'iv.eii Damns / PrCfioms / Noitibios JEFFREY EDWARD Niilio(i:ii:iy ' N.'<tiiiiialili5 / HacioiiaUdad UNITIID STATES OF AMERICA Dale o( t)!fl(i/ Ualc do naissance/Ffiolia do nacirnionUj , '1 20J<m1063 ; 'V4 rr -Mb' 1-fid 3;'": Sox / SnXii / .Sexo Plato of birtlt /1 imt do naissanca /1 unai do nacimlantd • ^ NEW YORK, U.S.A. Oats of issun / Oaio da dUlivtance / rocha do expodicidn 11 Oct 2002 Oatu cA (MpIratiOij/ Oats d' nxpifallflji/ Foctia de iMididdiitl . Passport Center 10 Oct 2012 Amemiments / Modifications / Ciimiandas iVi Aiditotily/ Aiitorllii/ Aiiloildad EFTA01412604 National See Page 24 'P<USAEPSTEINO3EFFREY<EDWARD00«<0:0««<:' " ■ 2pj206044USA5301207M1210107<-0««<;0.«:G8 . kdehti! , • ■ *'mm• ./I„ • <a: ' ■ 'fd I I 1 * e jt.. 1 t t 5'. V r - ^90'1. V i w— V 3 EPSTHN, 3EFFREY E. ijin^iST. 3AMES St'THGMAS, VI 00802 Tss«ed-i/15/2diS"^:pr^l/2p/201.5_^ G- 00(S)0258r4-'-o5y •&0Q0000029915 sk t4- Hcft.72in DOB 1/20/1953 ;:i-4^^ Wgt 4" WHair GRY Eyes ELU /C^bodType 0" . t EFTA01412605 -r- 1 t Aliergies' none cjidwisemeins RestricSons I I >> Deutsche Asset & Wealth Management Account Agreement Southern Financial LLC Client(s) Address 6100 Red Hook Quarter B3 St Thomas 00802 City Zip Code State m(n Account Title (Complete if different from the Client above) Account Number(s) IMPORTANT: PLEASE SIGN AND RETURN THIS ACCOUNT AGREEMENT This is the account agreement (Account Agreement) between Ciient and Deutsche Bank Securities Inc. (referred to herein as "DBSI"). It includes the terms and conditions and is the contract that controis each brokerage account in which Ciient has an interest (each an "Account"). Ciient agrees to read this Account Agreement and the Appendix to this Account Agreement: Disciosures and Definitions ("Appendix") carefully. If Client is not wiiiing to be bound by these terms and conditions, Ciient shouid not sign this Account Agreement. Client's signature confirms that Client has read and agrees to the terms of this Account Agreement and the Appendix annexed hereto. 1. CLIENT REPRESENTATIONS Client certifies that all of the information provided by Client in this Account Agreement is accurate and complete and that each of the following statements is accurate as to Client and Client's EFTA01412606 Account: a. Where Client is a natural person. Client is of legal age; b. For all accounts: (a) no one except the person(s) named on the Account(s), or, if signed in a representative capacity, then no one except the beneficial owner(s), has any interest in the Account(s), (b) Client is and will remain compliant with all Applicable Laws, (c) Client is financially capable of satisfying any obligations undertaken through Client's Account(s), (d) Client acknowledges that the purchase and sale of securities entails substantial economic risk, and represents knowingly and willingly that Client can assume such risk and (e) Client has read and understands the terms set forth in this Account Agreement and those agreements or supplements incorporated by reference and understands that Client is bound by such terms; c. Client agrees to notify us in writing if: (a) Client is or becomes an employee, member or immediate family member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock). Financial Industry Regulatory Authority, Inc. (FINRA) or of any broker- dealer, (b) Client is or becomes a senior officer or immediate family member of such a person of any bank, savings and loan institution, insurance company, investment company, investment advisory firm or institution that purchases securities, or other employer whose consent is required to open and maintain this Account by regulation or otherwise, unless such consent has been provided to DBSI. Client will promptly notify DBSI in writing if any of the above circumstances change. II. TERMS AND CONDITIONS THAT APPLY TO CLIENT'S ACCOUNT(S) The following terms and conditions govern Client's Account(s): 1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted with the understanding that it shall be within the sole discretion of DBSI whether, and in what manner, to exercise such rights. The failure of DBSI to exercise any right granted under this Account Agreement shall not be deemed a waiver of such right or any other right granted hereunder. DBSI retains the right to delegate to its agent, including its clearing agent, Pershing LLC (Pershing), one or more of DBSI's rights or obligations under this Agreement without notice to Client. 2. Cash Account. DBSI will classify each Account as a cash brokerage account. DBSI must separately approve the opening of a margin account (Margin Account) and Client must separately sign the Margin Agreement. 3. Order Execution. Orders for the purchase or sale of assets may be routed to or executed through any exchange, market or broker that DBSI selects. 4. Rules and Regulations. All transactions in Account(s) shall be conducted in accordance with and subject to EFTA01412607 Applicable Law. 13-AWM-0196 012146.032813 5. Purchase of Securities. DBSI requires that cash accounts contain sufficient funds to settle a transaction, but has the right to accept an order without sufficient funds with the understanding that Client will submit payment on or before settlement date for each security purchased. DBSI retains the right to cancel or liquidate any order accepted and/or executed without prior notice to Client, if DBSI does not receive payment by settlement date. Alternatively, upon Client's failure to pay for purchased and settled securities, DBSI has the right to sell Securities and Other Property held in any of Client's Account(s), and charge to Client any loss resulting therefrom. 6. Sale of Securities. Client agrees that in a cash account: (a) Client will not sell any Security before it is paid for. (b) Client will own each security sold at the time of sale, (c) unless such security is already held in the Account, Client will promptly deliver such security thereto on or before settlement date, (d) Client will promptly make full cash payment of any amount which may become due in order to meet necessary requests for additional deposits and (e) with respect to any Securities and Other Property sold. Client will satisfy any mark to the market deficiencies. Client must affect all Short Sales in a margin account and designate these saies as "short." All other sales will be designated as "long" and will be deemed to be owned by Client. In the event that DBSI enters an order to sell Securities and Other Property that Client represents Client owns, but which are not held in the Account at the time of sale, and Client fails to make delivery by settlement date, DBSI has the right to purchase or borrow any Securities and Other Property necessary to make the required delivery. Client agrees to compensate DBSI for any loss or cost, including interest, commission or fees sustained as a result of the foregoing. DBSI charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement, at http://www.pwm.db.com/americas/en/annualdisclosurestatement.html for additional information on interest charges. 7. Restrictions on Trading. DBSI has the right to prohibit or restrict Client's ability to trade Securities and Other Property, or to substitute securities in Client's Account. 8. Restricted Securities. Client will not buy, sell or pledge any Restricted Securities without DBSI's prior written approval. Prior to placing any order for Restricted Securities subject to Rule 144 or 145 of the Securities Act of 1933, Client must identify the status of the securities and furnish DBSI with the necessary documents (including opinions of legal counsel, if requested) to obtain approval to transfer and register EFTA01412608 these securities. DBSI will not be liable for any delays in the processing of these securities or for any losses caused by these delays. DBSI has the right to decline to accept an order for these securities until the transfer and registration of such securities has been approved. 9. Order Placement and Cancellation/Modification Requests. When Client verbally places a trade with a Client Advisor, Client will be bound to the oral confirmation repeated back to Client, unless Client objects at the time of the order. Client understands that requests to cancel/modify an order that DBSI accepts are on a best efforts basis only, 10. Aggregation of Orders and Average Prices. Client authorizes DBSI to aggregate orders for Client Account(s) with other orders. Client recognizes that in so doing, Client may receive an average price for orders that may differ from the price(s) Client may have received had the orders not been aggregated. Client understands that this practice may also result in orders being only partially completed. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to DBSI and will bear the risk of loss arising from the method of transmission used in the event of transmission errors, misunderstandings, impersonations, transmission by unauthorized persons, forgery or intercepts. Except in the case of gross negligence, Client agrees to release and indemnify DBSI, its affiliates, employees and directors from any and all liability arising from the execution of transactions based on such instructions. 12. Role of Certain Third Parties. DBSI engages a third-party clearing agent, Pershing. Client understands that Pershing is the custodian of Client's assets, clears and settles all transactions, and extends credit on any margin purchases, where applicable. Client further understands that Pershing may accept from DBSI, without inquiry or investigation: (i) orders for the purchase or sale of Securities and Other Property on margin or otherwise, and (ii) any other instructions concerning Account(s). Client further understands that the contract between DBSI and Pershing, and the services rendered thereunder, are not intended to create a joint venture, partnership or other form of business organization of any kind. Pershing shall not be responsible or liable to Client for any acts or omissions of DBSI or its employees. Pershing does not provide investment advice, nor offer any opinion on the suitability of any transaction or order. DBSI is not acting as the agent of Pershing. Client cannot hold Pershing, its affiliates and its officers, directors and agents liable for any trading losses that Client incurs. 13. Liens. Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of DBSI, any of its Affiliates or Pershing, in which Client has an interest (held EFTA01412609 individually, jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as "Collateral") in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or Pershing (collectively, all such obligations are referred to herein as the "Obligations"). Clients who are joint accountholders (Joint Accountholders) acknowledge and agree that pursuant to the lien to DBSI and Affiliates, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with DBSI or its Affiliates or Pershing (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to DBSI and its Affiliates or Pershing. With respect to the lien granted to DBSI and its Affiliates, DBSI (or Pershing, at DBSI's instruction) may. at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such Collateral in order to satisfy any Obligations. In enforcing this lien, DBSI shall have the discretion to determine what and how much Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4975(c)(1) (B) of the Internal Revenue Code of 1986, as amended, or Section 406(a)(i)- (B) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement account(s) maintained by DBSI, which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used to satisfy Client's indebtedness or other obligations related to Client's retirement account(s). 13-AWM-0196 012145.032813 2 14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges and to pay the reasonable costs and expenses of co lection of any amount Client owes to DBSI, including reasonable attorneys' fees and court costs. Client agrees that DBSI or Pershing may execute or assign to each other or any third party any rights or obligations Client granted under this Account Agreement, including but not limited to the right to collect any Obligations, or liquidate any Securities and Other Property held in Account(s). 15. Fees. Client understands that DBSI charges an Annual Account Fee for certain accounts and may charge service fees, processing fees and/or other fees or commissions, for the transactions and other services provided, more fully described in the Annual Disclosure Statement, at http://www.pwrn.db.com/- EFTA01412610 americas/en/annualdisclosurestatement. html. Client understands that these fees will be charged to Account(s) and authorizes DBSI to deduct such fees from Client's Account(s). 16. No FDIC Insurance, Not Obligations of Any Bank. Client understands that the assets in Client's Account are subject to the risk of partial or total loss due to market fluctuations or the insolvency of the issuer(s). The assets in Client's Account (including ail related cash balances and shares of any Mutual Fund) are not deposits or other obligations of DBSI, Deutsche Bank AG, Pershing or any other bank, are not guaranteed by DBSI, Deutsche Bank AG, Administrator, Bank or any other bank, and are not insured by the Federal Deposit Insurance Corporation (FDIC). Monies held in the Insured Deposit Program (IDP) may be FDIC insured while those monies are held in a depository account at a participating bank as described in the IDP Terms and Conditions. Client may from time to time be offered investment products for which DBSI or Deutsche Bank AG is an obligor. These products may be complex, may not provide for the return of the full amount of principal invested or for the payment of a fixed rate of interest (or any interest) and will not usually be covered by FDIC insurance, unless otherwise disclosed in the written offering documents for such products. 17. Cash Sweep Selection. Client agrees to contact DBSI regarding the selection of Cash Sweep Options and understands that Client's choice of Cash Sweep Options may be limited to money market mutual funds or deposit products that are unaffiliated with DBSI if Client's Account is an individual retirement account or an ERISA account, or if DBSi is acting as Client's investment adviser. Client understands that any funds Client has on deposit with the banks participating in IDP will be allocated among such banks in a manner described in the IDP Terms and Conditions. 18. Credit Information and Investigation. Client authorizes DBSI and Pershing to obtain reports concerning Client's credit standing and business conduct at their discretion without notifying Client. Client also authorizes DBSI to share among service providers (as set forth herein) and DBSI Affiliates such credit-related and business conduct information and any other confidential information DBSI, Deutsche Bank AG and such Affiliate(s) may have about Client and Client's Account, in accordance with DBSI's Privacy Policy and Applicable Law. DBSI and Pershing will provide Client with a copy of each of their Privacy Policies shortly after execution by Client of this Agreement. Client may request a copy of Client's credit report, and upon request, DBSI will identify the name and address of the consumer reporting agency that furnished it. EFTA01412611 19. Confirmations, Statements and Other Communications. Client agrees to notify DBSI in writing, within ten (10) days after transmittal to Client of a confirmation, of any objection Client has to any transaction in Client's Account(s). In the absence of such written notification. Client agrees that all transactions in Client's Account(s) will be final and binding. Client understands objections must be directed to the Branch Supervisor in writing, at the address on Client's account statement or confirm. For more information on how confirmations and account statements are delivered, please refer to the Appendix to this Account Agreement. 20. Recording Conversations. Client consents to DBSI recording any or all telephone calls with Client. 21. Joint Accounts. a. Unless Clients specify "tenants in common" or "community property," Clients authorize DBSI to designate a joint account as "joint tenants with right of survivorship," or as "tenants by the entireties" if Clients are married and reside in a state that recognizes said designation for personal property. Clients agree that joint accounts will be carried by DBSI on Pershing's books in the form reflected by the Account name appearing on the account statement. In the event that the Account is a joint tenancy with right of survivorship or a tenancy by the entireties, the entire interest in the joint Account shall be vested in the survivor or survivors on the same terms and conditions as before the death. The survivors and the estate of the deceased Accountholder will indemnify DBSI for any loss incurred through treatment of the Account as provided herein. b. Clients agree that each party to the joint account shall have authority to deal with DBSI as if each were the sole Account owner, all without notice to the other Account owner(s). Clients agree that notice to any Account owner shall be deemed to be notice to all account owners. Each Account owner shall be jointly and severally liable for this Account. DBSI may follow the instructions of any owner concerning this Account and make deliveries to any owner, of any or all property and payment, even if such deliveries and/or payments shall be made to one owner personally and not to all of the Account owners. DBSI shall be under no obligation to inquire into the purpose of any such demand for delivery of securities or payment and shall not be bound to see to the application or disposition of the securities and/or monies so delivered or paid to any Account owner. Notwithstanding the foregoing, DBSI may require joint action by all account owners with respect to any matter concerning the account, including the giving or cancellation of orders and the withdrawal of monies. Securities and Other Property. In the event DBSI receives conflicting instructions from any EFTA01412612 owner, it may in its sole discretion: (a) follow any such instructions, (b) require written or verbal authorization of both, all or any owner before acting on the instructions from any one owner, (c) send the assets of the Account to the address of the account, or (d) file an interpleade