EFTA01390517.pdf

CONSENT OF THE BOARD OF DIRECTORS. OF . SOUTHERN TRUST COMPANY INC. The undersigned, being all of the DirectOri ofSmithem Trust Company, Inc., a US..Virgin Islands Corporation film CorpOostion.), hereby certify that ille•f9119wips resolutions Were unanimously adopted and entered into by the Board of Directors on the 19* day of March 2013. 'WITNESSETH: WHEMAS; the COiporation is a: corporation organized and existing under the fawn of the US.; WHEREAS, the BoUd of Directors as of the date dids:6;meg ate ae 4)1104: Jena"'Epstein DanS K ladyke Richard Rahn WHEREAS, the oo•dersigntd, bang all Of !be 4litee.kore.o.f the Corporation, consent to the taking of .• the following actions in Iwo of a meeting. of the .Board.Othirectors .atcoedatiCe. with the. General Corporation Law of the United States Viigin Islands (the "Gal . and waive any rioeiee . to be given with thetas:tint:pursuant to the . • • WHEREAStfinanciai Trust Company, Inc., a.corporatIon organiied and Waring undid:the livis of she united states Virgin blinds' (ITC), is the shle thireholdefolitelietailite., a e.cispoiati?zi ofganits • and.existing under the laws of the United States Vitgin Wands neepertin), which has 'elected. to be taxed as a qualified lubeliant4S . • :; • • • • . • .. WHEREAS, the Bbard • of .Dinetors oilittletemitied that lt• is M the best intemsts • OE the. : Corporation ioc!lts's%34 rhisriholaccieffrey E. F444 {"Epstein"), to transfer And Aisiaute to Epstein all . of the issued and outstanding sharei of Jeepers, free and clear of all hens,- clahni and 'encumbrances (the "keeper's Intgett"),stich that EpsteMshall become theole-shirrholdee ofjeeptAIN . WHEREACEpstein is alsc; the sole shareholder OcCotporationi: WHEREAS, the Corporation is the sole member of Southern FinanCial, a United States Vitgin1slandslikpited liability Company organized on February 25; 2013 ("SF'.); and • • WHEREAS,:die Boardof Ditectors of FTC has atteavi,aed that it is in the hOtintetests of FTC • and its-sole shareholder to mdge .FTC into SFrupas die Contbletion of which _merget:Stskill hll: the . .surviving entity of said merger (the. 71‘fergeal; CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095034 CONFIDENTIAL SDNY_GM_00241218 EFTA01390517