Deutsche Bank Private Wealth Management Limited Liability Company Account Authorization & Indemnity EE 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 (Nene of Limeved Liabilny Comparyy) authorzes 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. 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, an margin.or otherwise, in said account in accordance with DBS!'s terms and conditions and at the LLC’s risk. DBS! may conclusively assume that all actions taken and instructions given by each Agent have been properly taken or given pursuant th authority vested in each Agent by all of the members in the LLC. DBS! is aotherized 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 Agant(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 agreement(s) or document(s} DBS| 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 reprnsentatives, successors and assigns, This authorization and indomnity is also a continuing one and shall remain in full force and effect and DBS! 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 OBS! harmless from all costs, expenses (including reasonable attorneys fees) and liability related to nr atising from disputes by or among ony of the menibers with respoct 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 Aothority, any broker-dealer, or is, or becorons, 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 shal! inure to the benefit of DBS! and its successors in business, irrespective of nny change or changes of any kind in the personnel thereof for any cause whatsoever. Deutsche Benk Securities Inc., ¢ subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States, HN LLCA (09-PWM-0168 OM 25C (05/11) LLCA 006413.051811 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRASNY.bobd755 EFTA_00019625 EFTA00169362

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OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LLC AUS. 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 t which hereby forms Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the i “Company”) pursuant to the U.S. Virgin Islands Uniform Limited Liability Coimpany Act’ (the “Act”) upon the following terms and conditions: : \ SECTIONI ANIZATIO) A. Formation. 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 Govemor 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 shal! have all the powers necessary or convenient to affect any purpose for which it is formed, including all powers granted by the Act, i D. Duration. The Company shal! continue in existence perpetually, beginning on the date of filing of the Articles, unless terminated by law or dissolved, and terminated. 3 i si Business. The Registered Office and Resident hosel of the Company for service of atones within the tertitory shall be: Business Basics VI, LLC, 9100 Port of Sale Mall, Suite 15, St. Thonias, U.S. Virgin Islands 00802. The Company’s principal place of business is 6100 Red Hook Quarter, B3,. St. Thomas, U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine, SECTION II CAPITAL STRUCTURE: MEMBERSHIP UNITS AND | CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS 1 A, Capital Contribution by the Sole Member; Initial Issuance. The Sole Member’s ownership rights in the Company shall be reflected in “Membetship 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 amount of cash, or of the property-in-kind, or both, { CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) RAGA bbb8756 EFTA_00019626 EFTA00169363

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set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue'to the Solé Member that number and class of Units so subscribed and contributed for, ‘The Sole Member. may make additional capital contributions at any time and in any amount that it may desire. B. ‘Transfer of Membership Units, The Sole Member may transfer any or all of its ' Membership Units to any person. or persons, at any time and from time to time. Subject to the provisions of this Section, the Sole Member may assign its Membership Interest in the Company in whole or ia part.. The assignment of a Membership Interest does not itself entitle the assignee to | participate in the management and affairs of the Company or to become a member. Such assignee H 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 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 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 shail not earn { interest, except ws otherwise expressly provided for in this Agreement, Except as otherwise provided in this Agreement, the Sole: Member shall not be entitled 10 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 maintained for the Sole Member, and any additional member in accordance with the provision of this Article. 1. Increases in Capital Account. The Capital Account of the members shall be increased by: (a) The fair market value of the members’ initial capital contribution and any additional capital contributions by the members to the 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), (€), (£) and (g)and Section 1.704-1(b)(4)(I) 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 of Profit. . | (4) \ Company income or gain (including income and gain. exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Sectice 1.704-1(b)(2){iv). i CONFIDENTIAL —- PURSUANT TO FED. R. CRIM. P. 6(e) WRASY.bobd757 EFTA_00019627 EFTA00169364

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(ec) 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: | (2) The amount of money distributed to the members by the Company pursiant | to any provision of this Agreement. j | (b) The fair market value of property distributed to the members by the | Company (net of liabilities secured by such distributed property that sucl: members are considered to assume or take subject to under Code Section 752). : { (c) Allocations to the meimbers of Losses, 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(a)(2)(B) or are treated as such expenditwes under Treasury Regulation Section 1.704-1(b)(2)(iv)Qi). “Nonrecourse Deductions” shall have the meaning set forth in Treasury Regulation Section 1.704-2. | (d) Allocations to the members of dedluctlons, expenses, Nonrecourse . | | ! } (e) The amount of any liabilities of the members that’ are assumed by the j Company. i SECTION IV A, Allocations. For purposes of maintaining the Sole Membei’s Capital Account, all of the Company's net profits, net losses, expenses and other items of iicome, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income, gain, loss, dedtiction, and credit recognized or allowable for Federal income tax purposes shal] be allocated and credited or { charged to the Sole. Member, | B. Distributions. 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, 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, | CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) URASY bobby 58 EFTA_00019628 EFTA00169365

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C. Distribution upon Liquidation of the Company, 1. At the termination. of the Company and after the Company has satisfied or ’ provided for thé satisfaction of all the Company’s debis and other obligations, the Company’s assets will be distributed ini 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, i 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 . 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 autliority, power and discretion to do all things } necessary or convenient to manage, control and cary out the business, affairs and properties of | the Company, to make all decisions regarding thos¢ matters and to perform any and all other acts f or activities customary or incident to the tmanagement of the Comipany’s business. | B, Voting of Membership Units. A Mémbership 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 memiber. SECTION VI 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. 8. Indemnification. 1, Except as otherwise provided! f in this Section, the Company shalt 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 4 member, employee or agent of the Company against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid i 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 1 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) URAGY babe 750 EFTA_00019629 EFTA00169366

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person in a like position would exercise under similar circumstances, 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, employce 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’ i person shall be indemnified against actual and reasonable expenses, including attorneys’ i 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 hetein. 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). j SECTION Vil The Company shail be dissolved, and shall terminate and wind up its affairs, upon, the determination of the Sole Member to do so. SECTION Vill MISCELLANEOUS PROVISIONS A. Section Headings. The Section headings 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 deseribe the scope or intent.of any provision of this Agreement. B. Sevérability. The invalidity or unenforceability of any particular provision of this Agrecment 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, CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRASNY.b608760 EFTA_00019630 EFTA00169367

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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. i BE. Governing Law. Regardless of the place where this Agreement may be exeouted 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. i IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year first written above. By: C, Sole Member CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) LRA bodb761 EFTA_00019631 EFTA00169368

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ARTICLES OF ORSANIZATION PAT STA, OF Cop APL, SOUTHERN FINANCIAL, LLC 1, the undersigned natural person of the age of vighteen years or more, acting as organizer of a i limited liability company under the Unifonn Li i Liability Company Act, Chapter 15, Title 13, Virgin Islands Code ("Uniform Limited Liability Company Act’), do hereby adopt the following Articles of Organization for such limited iiability company: ARUICLE aoe Name and Address ‘lL. The name and address of the limited liability conpany shall be Southern Financial, LLC (the i “Company”) st. Thomas, U.S. Virgin Islands 00802. The physical address.and mailing‘addvess of the Corapany are the same. eo =. ta? Principal Office « a The principal office and permanent address is the transaction of business of the & ‘ompany shall be the address stated in Paragraph 1 ot these Articles as the physical athelriets al the Company. “ * oe ° Poe ed Resident Agent and Office 2 3 4G ’ a od 3. ‘The mailing address of the Company's initia: iesignated office (a St. Thomas, U.S, Virgit [slancls 00802, “ayy The physical address of the Company’s initia: designated office ‘' Ei Ms St. Thomas, US; Virgint Islands 0080: The name of its initial resident agent at such acdress.is Business Basics VI, LUC: ‘The: business address of the resident agent ani the address of the designated office are identical, ARTICLE TWO ‘The purpose for which the Company is organizec! 3s {o engage in any and all lawful business for which a limited liability company may be organized under the Uniform Limited Liability Contpany Act and the other'laws of the U.S. Virgir ‘sianus. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) , RAGA botd762 EFTA_00019632 EFTA00169369

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CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) The foregoing paragraph shall be construed as enumerating both objects and purposes of this Company, and it is hereby expressly provided that the foregoing numeration of specific purposes shal] not be held to limit or restrict in any manner the purposes of this Company otherwise permitted by law. . ARTICLE THREE DURATION AND CONTINUITY The period of duration of this Company shall be perpetual. No member shall have the power fo dissolve the Company by his or her-independent act of any kind. ARTICLE FOUR ORGANIZER ~ The name and address of the organizer of this Company is: 9 <n . Greg ). Ferguson Mailing Address: es St. Thomas, U.S, Virgin Islands 00802 3 “me Oo x» AS ° Physical Adc: a Thomas, U.S. Virgin Islands fe pet OT ARTICLE FIVE ~ % MANAGEMENT. The Company shall be rhanaget-managed, The initial manager of the Company shall be Joffre ‘ Epstein. The physical and mailing address of the initial manager of the Company is — HS St. Thomas, U.S. Virgin Islands 00802. f ARTICLE SIX CAPETAL The Company shail begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00), ARTICLE. SEVEN 7 LIMITATION OF LIABILITY No manager of the Company shail be lidble to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (i) a breach of a manager’s duty of loyalty to the Gonypany or its znembers, (ii) an act or omission, not in good faith, that constitutes a breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (ii) a transaction from which a manager réceived an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager‘s position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable ‘BEASoNY_bbbd763 EFTA_00019633 EFTA00169370

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statute, If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then 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 any manager existing at the time of such repeal or modification. ARTICLE EIGHT j MEMEER LIABILITY No member of the Company shail be liable for the debts and obligations of the ey under Section 1303, Subsection (c) of the Uniform Limited Liability Company Act. ARTICLE'NINE SEVERABILITY If any phrase, clause, sentence, paragraph, or provision of these Articles of Qrganization is held to be void or illegal, then it shall not impair or affect the balance ofcthest-virticles, and the undersigned Organizer of the Company does hereby declare that he Would" Epavissigned and executed the balance of these Articles without such void or illegal provisions. ae baad 4 3 Poy ¢ % < 4B [signature page follows} . : CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRAY bitd764 EFTA_00019634 EFTA00169371

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IN WITNESS WHEREOF, the uridersigned person has hereunto set his hand as Organizer of the Company this 25th day of February, 2013. re sh 4 ‘Greg J. Fesgason a me IN THE TERRITORY OF THE UNITED STATES VIRGIN ISLANDS je UNITED STATES OF AMERICA “7 sz 24 O12 BEFORE ME, the undersigned authority, on this 25th day of Februafy, lly appeared Greg J. Ferguson, who, being by me first duly sworn, declared that elo Person ‘ who signed the foregoing doctrment as the Organizer of the Company and thatthe statements I contained in these Articles of Organization are Aue, = te H macs) . t Y¥9 AOS }2038 Sel : vt Notary Public in nah for the Tettitory of the United States Virgin Islands i/ My commission expires: Brett A, Geary Notary Publio NPM St. Thomas f $1. Joba, USVE My Commission Expires, Deceniber 21, 2015 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRADNY.bot8765 EFTA_00019635 EFTA00169372

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FORM - RACAT2 Tet UNDED SATE Vacate ist ons OFFICE OF THE LIEUTENANT GOVERNOR DA Th DIVISION OF CORPORATIONS AND TRADEMARKS “ST M ee ae COpy Per RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS . Busivass Basics VI, LLC This waiting witnesseth that |, the undersigned nated by Southern Pina having been desig as resident agent of said company. upon whom service of process. may be made in all suits arising ogainst said company in the Courts-of the Unitad States Virgin slonds, do hereby conseni to. act as such agent Gnd that service of process say be made upon me in accordance wilh Title 13, Viegin Islands Code. ; \ IN WITNESS WHEREOF, | have hereunto’ se? my signalure = this 25th day of Pebruary 2013 alate ttt enter serra emmmeaanpsllnagararons! me o 1 oO fw ' FOECKAAE, UNDER FENAITY OF PERJURT, UNDER THE LAWS OF NYE UNIFED STATES VIRGIN SLANOE, NILAT ALC STATEMENTS CONTAINED at Truckin, Ane oe ACCOMPANYING UOCUMMEHRT, ARE TRUE AND CORRECT, WITH FURL KNOWLEDGE THAT ALL STATOMENTS MADE IN THES ARFUCATION ARE 1U8ACT vf CAAA ANOM AND THAT ANY FALSE OR OMMONEST ANSWER TO ANY QUESTION MAY DE GROUNDS FOR DENIAL OR SUBSEQUENT eVOCANON OF REGESTRATION. J oe ot vs es SIGNATURE OF RESIDE AGENTS, we -- " M a ee SY OOO -A OF at me | DAYTIME CONTACT NUMBER 1 St. Thomas, WPO0802 St. Thomas, VI 00802 MAILING ADDRESS ove ADDRESS EMAIL ADDRESS __ NOTARY ACKNOWLEDGEMENT Subscribed and swam te before me this Ot day of PA Tk RN ot SLi Carmes. -_ Brett A. Geary Notary Pulle NPtEM 1 ea $2. Thomas (St Joba, USV! : ger: é ica Enpl Deceniber 21, 2015 May Corsminisgon Expires CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) ; YRADY 4688766 EFTA_00019636 EFTA00169373

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NdG af 38F GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -O- CHARLOTTE AMALIE, ST. THOMAS, V1 00802 OFFICE OF THE LIEUTENANT GOVERNOR | CERTIFICATE OF EXISTENCE LS a LS a a A a a | i To Whom These Presents Shall Come: | I, GREGORY R. FRANCIS, Licutenant Governor of the Virgin Islands,-do hereby certify: | 1 That SOUTHERN FINANCIAL, DLC filed Articles of Organization with 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. oe In Witness. Whereof, 1 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. ¢ G R. FRANCIS a | Lieutenant Governor of the Virgin Islands CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRAY bb8d767 EFTA_00019637 EFTA00169374

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4 © NGG OR OE THE UNITED STATES Viney ISLANDS ; OFFICE OF THE LIEUTENANT GOVERNOR | DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens Gade "1105 King Street Charlotte Amalie, Virgin Iskancts 00802 Chiistionsted, Virgin islands 00820 Phone - 340.776.8515 Phone - 340.773.6449 Fax - 240,776.4612 Fox - 340,773.0330 June 25, 2013 \ i ERTIFICATION OF GOOD This is to certify that the corporation known as SOUTHERN TRUST | COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMBER 8, 2011 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standing. enise Johannes Director, Division of Corporation and Trademarks Di/gg CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) RAINY bb88768 EFTA_00019638 EFTA00169375

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LYE L ONS Corp No. 583164 GOVERNMENT OF | THE VIRGIN ISLANDS OF THE UNITED STATES wae OD none CHARLOTTE AMALIE, ST. THOMAS, Vt 00802 CERTIFICATE OF EXISTENCE Go At Co Whom these Bresens Shalt Come; >) i 1, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands do hereby certify that fam, by virtue of the laws of the Virgin Islands, tlic custodian of the corporate records and the proper officer to execute this certificate. } further certify thatthe records of this office disclose that SOUTHERN FINANCIAL, LLC Limited Liability Company was duly registered to conduct business in the Territory on February 25, 2083 and has a legal existence as a Limited Liability Company so far as the records of this office show. Witness imy hand and the seal of the Govetament of the Virgin Islands -of the. United States, at Charlotte Amalie, St. Thomas, this 27th day of February, 2013. Same R. FRANCIS ee | Licutenant Governor of the Virgin Islands CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRAY bot8769 EFTA_00019639 EFTA00169376

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NEG o1sgot Pa DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CINCINNATE OH 45999-0023 Date of this notice: 02-28-2013 Employer Identification Number: 66-0799192 Form: SS-4 Number of this notice; CP 575 G SOUTHERN FINANCIAL LLC LE K . | For assistanve you may call us at: ST THOMAS, VI 00862 1-800-829-4933 IP YOU WRITE, ATTACH THE ‘ STUB AT THE BND OF THIS NOTICE. H WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). ‘We assigned you , BIN 66-07599192. This EIN will identify you, your business accounts, tax returns, and } documents, even if you have no employees. Please keep this notice in your permanent . { records. i When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as Shown above. Any variation H may cause a delay in processing, result in incorrect information in your account, or even ; cause you to be assigned more than one EIN. If the information is not correct. as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Porm 8832, Entity Classification Rlection, and elect to be classified as an association taxable as a corporation, If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing 8 corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the $ corporation election and does not need to file Porm 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov, If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS : * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. * Use this BIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this BIN on your tax-related correspondence and documents. If you have questions about your EIN, you can call us at the phone number or write to us at the addrese shown at the top of this notice, If you write, please tear off the stub at the bottom of this notice and send it along with your letter, If you do not need to write us, do not complete and return the stub. . Your name control associated with this ZIN is SOUT. You will need to provide this t information, along with your EIN, if you file your returns electronically. H ‘Thank you for your Cooperation. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) EASY b8R770 EFTA_00019640 EFTA00169377

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CONSENT OF THE BOARD OF DIRECTORS ; OF SOUTHERN TRUST COMPANY, INC. The undersigned, being all of the Directors of Southern Trust Company, Inc., a U.S. Virgin Islands Corporation ("the Corporation”), hereby certify that the following resolutions were unanimously adopted and entered into by the Board of Directors on the 19” day of March 2013. WITNESSETH: WHEREAS, the Corporation is a corporation organized and existing under the laws of the U.S. Virgin Islands; WHEREAS, the Board of Directors aS of the date of this Consent are as follows: Jeffrey Epstein Darren K. Indyke 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 Boatd of Directors in’ accordance’ with the General Corporation Law of the United States Virgin Islands (the “GCL”) and waive any notice to be given in connection with the meeting pursuant to the GCL; WHEREAS, Financial Trust Company, Inc., a corporation organized and existing under the laws of the United States Virgin Islands (“FTC”), 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 subsidiary; ; WHEREAS, the Board of Directors of FTC determined: that it is iti the best interests of the Corporation and its sole shareholder, Jeffrey E. Epstein (“Epstein”), to teansfér and distribute to Epstein all of the issued and outstanding shares of Jeepers, free and clear of all liens; claims and encumbrances (the “Jeepers Interest”), such that Epstein shall become the sole sharcholder of Jeepers; ; WHEREAS, Epstein is also the sole shareholder of Corporation; WHEREAS, the Corporation is.the sole member of Southern Financial, LLC, a United States 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) WRAY bo8h771 EFTA_00019641 EFTA00169378

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WHEREAS, it is intended that the Meizer be effectuated upon, in accordance with, ‘oa subject to, the provisions of an Agrcement and Plan’ of Merger i in the form annexed as Exhibit “A” hereto, which has also been sppsowed by the Board of Directors.of FTC and its sole shareholder. (the “Merger Agreement”); WHEREAS, in connection with the’ Merger aiid. purstant to ‘the’ provisions of the Merger Agreement, Epstein is to surrender for canecllation tep thousand (10,000) shares of the Common Stock of FTC, representing all of the issued and outstanding shares of FI'C’s Common Stock and all of such issued and outstanding shares held by Epstein, and in consideration of FTC's merger with and into SF, the wholly owned subsidiary of the Corporation, and the transfet of all of FIC’s assets to SF by operation of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the “Common Stock”) to Epstein (the “Additional Shares”); WHEREAS, the Board. of Directors of the Corporation has. determined that it is ‘both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of the Corporation, that the Merger be consummated. upon, in “accordance with, and subject.to the provisions of the Merger Agreement, and that in connection therewith, the Corporation issue the Additional Shares to Epstein; NOW THEREFORE BE IT: RESOLVED, that, after consummation by FTC of its issuance to Epstein of the Jcepers Interest, the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreement, be and it is hereby authorized and approved. RESOLVED, that it is intended thst the Merger qualify as a tax-free reorganization under section 368(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form antl provisions of the Merger Agena, be and they hereby are adopted and approved; ; RESOLVED, in connection with the Merger ‘and pursuant to the provisions of the Merger Agreement, the Corporation issue the Additierial Shares to JE. RESOLVED, that, the President of the Corporation be, and he hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to'execute and deliver the Merger Agreement, and to execute and file with the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in. form and substance that has been approved;by legal counsel tothe Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Merger in accordance with the provisions of the Merger Agreement; and RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Corporation; to’execute and déliver all such agreements, documents and instruments, to pay all such costs, fees and expenses, and take all such other action as such officer deems necessary or advisable in order to'consummate the Merger in accordance with the provisions of the Merger Agreeient. CONFIDENTIAL —- PURSUANT TO FED. R. CRIM. P. 6(e) RAGA bbdi772 EFTA_00019642 EFTA00169379

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This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the undersigned has executed this Resolution as the directors of Financial Trust Company, Inc., on this 19" day of March, 2013, Doran K OC K, Indyke Richard Kahn CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRASY.bod3773 EFTA_00019643 EFTA00169380

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CONSENT OF THE BOARD OF DIRECTORS OF © FINANCIAL INFOMATICS, INC. ‘The undersigned, being all. of the Directors of Financial Informatics, Inc., a.U.S. Virgin Islands Corporation (“the Corporation"), hereby certify that the following resolutions were unanimously adopted and entered into by the Board of Directors on.the 18" day. of November, 2011. _ WITNESSETH: WHEREAS, the Corporation is a corporation onpepizes and existing under the laws of the U.S. Virgin Islands; and WHEREAS, the Corporation was duly formed: inthe United States Vig Islands on. November 18,20i1;and . WHEREAS, the Board of Directors as of the ane of this Cossent areas Fallows: Jeffrey Epstein Darren Indyke Richard Kahn WHEREAS, the undersigned, being.all of the directors of Financial Infomatics, Inc., consent-to the taking of the following actions in lieu of a meeting of the Board of Directors’ in accordance with the corporation laws of the United States Virgin Islands and waive any notice to be given in-connection with the mecting pursuant to the corporation laws of United States Virgin Islands; and. . WHEREAS, this corporation’is authonized, in its articles of i incorpenntion, to ‘issue an aggrcyare, of 10,000 shares of stock of the par value of $.01 per share; and WHEREAS, a depository shall'be established for the funds of the corporation and those who are authorized to do so may withdraw them on behalf of the corporation; and NOW THEREFORE BE I T: RESOLVED, that all'actions taken'by the incorporators of the Corporation during the period from November 18, 2011 through thé date of:this Consent; including, but.not limited to,.filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the aoe, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is further ; I RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice presidents, a Secretary and a Treasurer; andiit is further RESOLVED, that each of the following persons is hereby appointed and elected to the office set * forth opposite his name below to serve as such in accordance with the provisions of the By-Laws of the CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) RADY b688774 EFTA_00019644 EFTA00169381

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Corporation until the nexe meeting of directors of the Corporation immediately following the next annual . mecting of the stockholders of the Corporation and undl his successor shall have been duly elected sad shall have qualified: Jeffrey Epstein, President Darren Indyke, Vice President and Secretary Richard Kahn, Treasurer And it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is authorized, empowered and dirccted to produce all books of account, stock books and other materials and supplies necessary Of appropriate in connection with maintaining the records and conducting the business of the Corporation, and tu pay all costs and-expenses'and to make full reimbursement for all expenditures made in connection with the organization of the Corporation; and it is further RESOLVED, that the specnnen of stock certificate to evidence shares of the Common Stock, par value of .01 (the “Common Stock”), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be and the same hereby is, approved and adopted, and the President, the Vice President, the Secretary and/or any other. officers authorized by the: By-laws of the Corporation be, and each of them hereby is, authorized to issue certificates in such form for shares of fully paid and non- assessable Common Stock when the issuance thereof is + cally authorized by the Board of Directors-of the Corporation; and it is further RESOLVED, that the Corporation accept the subscription of Jeffrey E. Epstein for 10,000 shares of Common Stock, upon the terms and: conditions contained in the subscription agreement, dated as of November 18, 2011 of Jeffrey E. Epstein, a copy ofwhich shall be filed with the official’records of the Corporation; and it is further. _ RESOLVED, that the Vice President arid the Treasurer of the Corporation be, and each of them hereby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey E. Epstein, a certificate for 10,000 shares of the Common Stock; and it is further RESOLVED, that all of the 10,000 shares of the Common Stock as authorized for issuance by the immediately preceding resolution shall be in all respects, when issued.as aforesaid, validly issued, fully paid and non-assessable; and it is further - RESOLVED, that the seal,.an.impressidn of which appears in the margin of this. Consent, be, and the same hereby is adopted as the seal of the Corporation; and it is further _ RESOLVED, that the corporate record book:and the stock transfer ledger thereof, be and each of the same hereby is, adopted as the record book and stock transfcr ledger, respectively, of the Corporation; and it is further . RESOLVED, that, with respect to the opening, maintaining and closing of bank accounts of the Corporation, the Président, any Vice-President, the Treasurer and the Secretary of the Corporation, be, and cach of them hereby i is, authorized as follows: CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) YRAGY bab8775 EFTA_00019645 EFTA00169382

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1. To desjicats one or more banks, trust companies or other. similar institutions as depositones of the funds, including, whhica limitation, cash and cash equivalents, of the Corporation; 2. To open, keep and close post and special bank accounts, including general deposit accounts, : Reyes accounts and working fund accounts, with-any such depository; < . 3. To cause to be Zepodied & in such ‘accounts. with any such depository, from: ime to time such funds, ‘including, without ‘imitation, cash and cash equivalents, of the Corporation, as such officers deem necessary or advisable, and to designate or change the designation of the officer or officers and agents of the Corporation who will be authorized to make such epenin and tn endorse such checks, drafts or other instruments for such deposits; 4. From time to time to designate or change the designation of the officer or officers and agent ot agents of the Corporation who will be authorized to sign or countersign checks, drafts or other - orders for the payments of money issued in the name of the Cofpartion against any funds ‘deposited in such accounts, and to tevoke.any such designation; 5.. To authorize the use-of facsimile signatutes for the signing or countersighing of checks, drafts or other ordecs for the payment of money, and.to enter into such agteements as banks. and. crust companies customarily require as a condition for permitting the use of facsimile signatures; 6. To make such general and special rules and regulations with ) Pempect to such accounts as they may decm necessary or advisable; and 7. To complete, execute and/or certify ony customary printed blank signature card forms it in order to conveniently exercise the authority: granted ‘by this resolution and any cartapmiae thereon shall be deemed adopted 'as part hereof onic i Abether:. , ‘RESOLVED, that the President or the Secretary of the Corporation be, and egal officer hereby i is, __ authorized to prepare and certify as:th¢ resolutions of the Board'of Directors, as if adopted verbatim by this Consent, any such additional resolutions a8 any such depository may require in connection with the opening - of an account with such depository as authorized pursuant to the immediately preceding resolution; and that any such depository to which a copy of the immediately preceding resolution and such additional resolutions, if any, have been certified shall be entitled to rely. thereon for all purposes until it ‘shall have received written notice of the revocation or amendment of such resolutions by the Board of Directors; and it is further Roa oy RESOLVED, that the fiscal year of this Corporation shall begin the Girst day of January in-each year; and i itis further 3 RESOLVED, that for the purpose of suthéeizing the Eeeporation to hes business in any state, territory oc dependency of the United States or any foreign country in-which it is necessary or expedient for the. Corporation to transact business, the officers of the Corporation be, and each of them hereby is, authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary offices of the Corporation, whether statucory or otherwise, and, under the seal of the Corporation, to make and. file all necessary certificates, reports, powers of attorney and other instrurtienté: as $ may be required by the laws of such state, ternitory, dependency or wer to authorize the CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) BRAY bb88776 EFTA_00019646 EFTA00169383

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Corporation to transact business therein; and it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authoritics, all such further certificates, contracts, agreements, documents, instruments, instruments of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporaton), including, without limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to catry out, comply with and effectuate the purposes and intent of the foregoing resolutions; and it is further RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the undersigned has executed this Resolution as the first directors of Financial Infomatics, Inc., on this 18" day of November, 2011. ‘Jeffrey Epstein, Director Ver Dacre Indyke, Director / Richard Kahn, Director CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) RAR bbdd777 EFTA_00019647 EFTA00169384

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FINANCIAL INFOMATICS, INC. SUBSCRIPTION FOR COMMON STOCK ‘The undersigned hereby subscribes for Ten Thousand (10,000) shares of the Common Stock, $.01 par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the “Corporation”), the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18" day of November, 2011, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, ten cents ($2.1) per share in cash or by check made payable to the Corporation, at which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dated as of November 18, 2011 Subscriber for 10) of Common Stock, $.01 Par Valuc Subscription Accepted As of November 18, 2011 FINANCIAL INFOMATICS, INC. By . Darren K. Indyke Vice President CONFIDENTIAL —- PURSUANT TO FED. R. CRIM. P. 6(e) ; YADA bb88778 EFTA_00019648 EFTA00169385

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f) Current Classification: (click here for help) Internal ae | | ie. CIP failure rectification [!) “tee Jay Lipman to: Fran M Wickman 08/26/2013 12:04 PM Date Subject 08/26/2013 12:04 PM @ ¢ CIP failure rectification [I] 08/26/2013 12:08 PM Re: CIP failure r Classification: For internal use only Hi Fran, Please could you let me know if this document is sufficient for what we need? For Source of Wealth: Epstein began his financial career in 1976 as an options trader at Bear Stearns and became a partneri n 1980. In 1982, Epstein founded his own financial management firm, J. Epstein & Co., managing the assets of clients with more than a billion in net worth. In 1996, Epstein changed the name of his firm to The Financial Trust Company and based it on the island of St. Thomas in the US Virgin Islands. All of his clients were anonymous except for the very wealthy businessman Leslie Wexner. His wealth has come from his days at Bear Stearns and his financial management firms Kind Regards, Jay Lipman Jay Lipman Analyst | Markets Coverage Group Deutsche Bank Securities inc Deutsche Asset & Wealth Management 345 Park Avenue - 26th Floor New York. NY 10154 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WRAGYb088779 EFTA_00019649 EFTA00169386