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EFTA01253111 | EFTA01253129 tE) Current Classification: (click here for help) Internal Jeffrey Epstein Source of Wealth [I] History. Seldon Clarke to: MO CIP This message has been replied to. 09/30/2013 01:56 PM Sender Date Subject Seldon Clarke 09/30/2013 01:56 PM 4. Jeffrey Epstein Source of Fran M Wickman 10/01/201311:25 AM Re: Jeffrey Epsteir Classification: For internal use only Jeffrey Epstein began his financial career in 1976 as an options trader at Bear Stearns. He specialized in mathematical models such as the Black-Scholes option-pricing model and later worked in the special products division, advising high net worth clients on tax strategies. In 1980, Epstein became a partner at Bear Stearns. 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 1987, Leslie Wexner, founder and chairman of the Columbus, Ohio-based Limited chain of women's-clothing stores became a well-known client: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. In 2003, Epstein publicly bid for New York Magazine, along with advertising executive, Donny Deutsch, investor Nelson Peitz, publishing mogul and owner of The Daily News, Mortimer Zuckerman and film producer Harvey Weinstein. They were ultimately out bid by longtime wall street investor Bruce Wasserstein for $55 million. In 2004, Epstein and Mortimer Zuckerman, committed to finance up to $25 million to back Radar, a celebrity and pop culture magazine and Maer Roshan, its editor in chief and founder. Epstein and Zuckerman were equal partners in the venture, and Mr. Roshan retained a small ownership stake Since all but one of his financial clients are anonymous, it has been speculated that much of Epstein's lavish lifestyle was once financed by Wexner. In September 2002 he flew Bill Clinton, Kevin Spacey and Chris Tucker to Africa in his private Boeing 727, to promote the former president's anti-AIDS efforts.He was also friends with Prince Andrew, Duke of York, whom he hosted in his New York mansion in December 2010. In addition to his private island called Little St. James Island off of St. Thomas in the U.S. Virgin Islands, Epstein owns a 50,000-square-foot (4,600 m2) townhouse in Manhattan that was formerly owned by Les Wexner. The townhouse is reported to be the largest private residence in Manhattan. He also owns a villa in Palm Beach, Florida, an apartment in Paris, France and a 10,000-acre ranch including a 26,700-square-foot hilltop mansion in Stanley, New Mexico, south of Santa Fe. SDNY_GM_00038740 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001564 EFTA_00I 49349 EFTA01253129
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EFTA01253111 | EFTA01253128 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 kectots of Financial Trust Company, Inc., on this 19'h day of March, 201j. • ' • . Jeffrey E. SDNY_Ght00038/39 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001563 EFTA_00149348 EFTA01253128 Epstein Web iOS app on the App Store.
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EFTA01253111 | EFTA01253127 WHEREAS,it is intended that the Merger be effectuated upon, in accordance with, and subject to, the provisions of an Agreement and Plan of Merger in the form Annexe&as Exhibit "A" hereto; which' has also been approved by the Board of Directors of FTC and its sole shareholder (the "Merger Agreement"); WHEREAS, in connection with the Merger and' pursuant to the provisions of, the Merger Agreenient, F.p.stein is to surrender for camellation ten thousand (10,000) shares of the Common Stock of FTC; repreienting all of the issued and outstanding shares of FTC'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 transfer of all of FTC's assets to SF by operation of law as a result of such Mergerrthe Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, 8.01 par valne (the "Common Stock') to Epsteiri(the "Additional Shues"); • ' WHEREAS, the Board of Directors of the Corporation has determined that it is both advisible and in the best interests of the Corporation •and of Epstein,-is the sole shireholder 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 • Sharr-s to Epstein; • . . NOW THEREFORE BE IT: • • .• RESOLVED, that, after consummation by FTC of its issuance to Epstein of the Jeepeil Interest.; •• the Merger, upon, in accordance with, and subject to, the tents and conditions of the Merger Agreement, be and it is hereby authorized and approved. • ,. RESOLVED, that it is intended that the Meiger qualify as a tax-free reorganization under section 368(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form and, provisions of the Merger Agreement, be and they hereby are .•.• adopted and approved; RESOLVED, in connection with the Merger and pursuant to the provisiOns of the Mergei•• /:: :::• `!•". Agreement, the Corporation issue the Additional Shares to JE. • . .. RESOLVED, that, the President' of the Corporation be, and he hereby is; authorized,rettiPowered 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 peen approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Mergerin accordance with the proviiions 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 deliver 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 Agreement. ' . . SDNY_GML00038738 •CONFIDENTIALH CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001562 EFTA_00149347 EFTA01253127
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EFTA01253111 | EFTA01253126 CONSENT OF THE BOARD OF DIRECTORS OF SOUTHERN TRUST COMPANY, INC. The undersigned, being a0 of the Directors of Southern Trust. Company, hie., a US. Virgin Islands Corporation ("the Corporation"), hereby certify, that the following resolutions were unanimously adopted and entered into by the Board of Directors on the 19th 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 Board 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 in the best interests of the Corporation and its sole shareholder, Jeffrey E. Epstein ("Epstein"), to transfer and distribute to Epstein all of the issued and outstanding shares of Jeepers, frees and clear of all -liens, claims and encumbrances (the "Jeepers Interest"), such that Epstein shall become the sole shareholder 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) DB-SDNY-0001561 EFTA_00I 49346 EFTA01253126
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EFTA01253111 | EFTA01253125 TILE UNITEDSTAIFSVIRGN ISLANDS OFFICE OF THE LIEU.TENANT GOVERNOR DIVISION.Of OORPORATIONS.ANDISADEMARKS 5049.Kongens God. CNA)Ile Vegin ILLOAdSCOL302 Mon Fox- phoaelIOS King Slinel Ch.fislionsted. Virgin Islands 00820 fox AUGUST 26,'1013 CERTIFICATION' OF woo STANDING This is to certify that the corporation known as JEEPERS, INC. filed Articles of Incorporation in the Office of the Lieutenant Governor on AUGUST 18, 2003 that a Certificate of Incorporation Was issued by the Lieutenant Governor on AUGUST 20, 2003 authorizing the raja corporation to conclUtt tattiness in the Virgin Islands and the corporation is considered to be in good standing. Denise JOhonnes Director, Division of Corporation and Trademarks DJ/g& SDNY_GM_00038736 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DE3-SDNY-0001560 EFTA_00149345 EFTA01253125
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EFTA01253111 | EFTA01253124 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES L the undersigned. LIEUTENANT GOVERNOR, do hereby certify that of the Virgin Islands Bled in my office on ,,a,mi_ust 10, 2003 as provided for by law, Articles of Incorporation, duly acklnowiedged: • WHEREFORE the persolisAmned in the said Articles, and who have signed the same, and _their successors, are hereby declared to be from the date aforesaid, a corp2railoaby the name and for the purposes set forth in said Articles, with the rightof succession as therein stated. Witness my hand and the Seal of the Government of the Virgin Islands of the United States. at Char. day of lotte Amalie., St. Thomas, this loth D. Auartata 20J11.— SONY_GN4_00038/35 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001559 EF1'A_00149344 EFTA01253124
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EFTA01253111 | EFTA01253123 UNANIMOUS CONSENT O1? BOARD OF DIRECTORS OF IN LIEU OF MEETING The Board of Directors of Jeepers, Inc. (hereinafter "the Corporation") pursuant to the provisions of Title 13 VIC 67b, unanimously cartooned to the following action, on this a3 day of June, 2005. In accord with the provisions of Title 13 VIC Section 52, it is hereby RESOLVED, that Maria Tankenson Hodge, 1340 Taamcberg, St. Thomas, Virgin Islands he and hewby is duly appointed to serve as resident agent for service of pros Virgin islands with MI authority to accept the service of legal process on behalf of the Corporation. Dated the ea day of /147O%-c Jeffrey E. Epstibin rectrir . . •••• •IM, Darren Indylce, Director .4 SDNY_GM_00038734 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001558 EFTA_00149343 EFTA01253123 Epstein Web iOS app on the App Store.
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EFTA01253111 | EFTA01253122 0112=a0,Q1INTSE =PERS. INC. Jeffrey Epstein; PresidsofJoepers, Inc. ("The Corporation") certify that the board of directors of the Corporationtin June 23, 2005, did unanimously consort to the adoption of the following resolution. LVED that Maria Tankenson Hodge, 1340 Taameberg, St. Thomas, Virgin Islands; be and hereby is duly appointed to serve as resident agent for service of legal process in the U.S: Virgin Islands with full authority to aCoept the service of legal process on behalf of the Corporation. r* DATED: .O 7(O 41 a3J '?*QS 1 A TRUE COPY AlTES •• / • if •42 Cecile Delongh, S6e etary SDNY_GM_00038733 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001557 EFTA_00149342 EFTA01253122
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EFTA01253111 | EFTA01253121 63/ 29/2603 12:70 ma AS :PAUL 1-101.14441 PC 340-77.f-2030 Articles of incorporation Page 7 TERRITORY OF THE VIRGIN LSLANDS ) )ss: DIVISION OF ST. THOMAS & ST. JOHN ) The foregoing instnuncm was acknowledged before me this Barbara Mignon Weatherly, Ena Simon and Mary R. W - day of August 2003 by Notarriblic PAUL HOFFMAN NOTARY cc COMMASKNY PUBLIC NO LNRC41-00 MWSSION 0(448 sIDNE2T 2004 a 141/44, 1 Mr.?? 47i* : 1144;13>, 4t. 1 I SDNY_GA4_00038732 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001556 EFTA_00149341 EFTA01253121
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EFTA01253111 | EFTA01253120 940-774-283e 89/29/2803 12:to PAUL boamaste Pd -PAGE ore Articles ofIncorporation Page 6 j) TO exercise all thepolies Of tha colpoisriao, Cxec0 such as arc 'conferred by law; or by these Articles of Inco rporation or by the By-Laws of the corporation, upon the stockholders. ARTIg..EIX' AttyperSon made a party toe'g'othenvise involvedin any action, suit orprocecding. by of the fact that he is'or was a director reason , resident avid or inter of the corp oration or of any corporation in whichhe served as such at the request ictftli4.-40rporation, shall be indirrinified by the, corporation against any and all amounts cost sand expenses;including but notlimi , ted'N;Oomey'l fees, amounts paid upon judgme.ms or awards or in siteegiepts (before or aftersuu actually and necessarily incurred by or is etannnepecd), imp0 proceeding, or ineonnectionWitneny appe sed tipoginin connection with:such action, suit or al therein, A relation omattcnastowhichitshall be adjudged in such action, suit or proceedi ng, or iitwMtnee;ion with any appeal ther ein, that such officer or director is liable for wilful taiscond net in dityperfonnance ofhis Mulct: The provisions of this Article Shall not be deemed exclusiv e of anyother rights respecting indoninificati one seeking indemnification may be onto which entitled andshill not be reedit) Willi or rest ritt en§ applicable' provisions:of law, nor to further limit* cc/Oration as respects:indemnification. i The tights' respecting indemnification referred to hef eitliW inure to the benefit ofthe heir s, executors and administrators ofAnyperson eqtled teR, tetim ification, • l• % • 1 SniCkFai• The corporationr'r:aaVe3thetiOirairien dialier,clianges4crosatimmoviiitais cont in The Articles OfMcorpotatio ained nirithe manner nowbr hereafter preseribed by gat* and allrighti conferred upon st0ckh0lciers lati•ein are:g rant tedanbjectio:this respition. IN WITNESS WHEREOF we have. made, signed and acknowledged these Incorporation this dayof Ankles of AtenSei 2041 • Zile_ Barbera Mignon W therly Sinkn • 4:‹-di y teefetit din,r.:Ok ip ) crier 1 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) SDNY GM_0003B731 .1 DB-SDNY-0001555 EFTA_00149340 EFTA01253120
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EFTA01253111 | EFTA01253119 • esnsmea 12:28 'AO-774-2830 PAUL 1-19nPAN PG 07 PAGE .1 Articles of Incorporation Page 5 otherwise, as the Board of Directors in its sole discretion may determine and to authorize the mortga ging or pledging of, and to aut horize and cause to be executed mortgages and lien s upon persona; including after acquire any property of the*corporation, real or d property. c) To determine whether any, and, if any, what pan of the net profits of the corporation or of its net ass ets in excess of its capital sha ll be declared in dividends and paid to the stoc kholders, and to direct and det ermine the use and disposition thereof. d) To contract in the name of; thf c.oipor;tilon with individual members of the Board of Directors in their. individual capacity or as represent atives of any firm, association or corporatio n. e) To sell or otherwise .dispos e of the real or personal property of the corporation_ r. 0 To set apart a reserve Preserves , and to abolish such reserve or to make suchtatlietttkovisio reserves, or ns, if any, as the Board of Dir ectors may deem necessary or advisable for working capital, for additions, imp rovements and betterments to plant and equipm ent, for expansion of the busine ss of the corporation (inducting the acquiii tion of reel and personal proper ty for this purpose) /aid £or,any other purpos e of the corporation. .10 To establish honus, profitsharing, pension, thrift and other types of incentive compensation or refitment plans for the officers and employees (includ , officers and employees who ace ing also directors) of the corporatio n and to fix the amounts of profits to be distributed or shared or con tributed and the amounts of the corporation's funds otherwise to be devoted thereto and to determine the persons to participat e in any such plans and the amounts of their respective participation . g) h) .1 To issue, or grant options for the mupose of shares of stock of the corporation to officers and employee s (including officers and emplo yees who are also directors) of the corporation and on such terms mid conditi ons as the Board of Directors may from time to time determine. To enter into contracts for the management of the business of the corporation for terms not exceeding five (5) years. CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) SDNY_GM_00038730 DB-SDNY-0001554 EFTA_00149339 EFTA01253119
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EFTA01253111 | EFTA01253118 • 09/29/2003 12:28 PAUL. 340-774- 2030 1•ACt Kirov pc tgb Articles ofincorporation Page 4 Ena Simon Mary R. Weber ARTICLE E The corporation is to have perpetual existence. t, The corporation is to be unlimited in the amottatofindebtedness towhich it shall at any time subject. be . mir ARTtazinu For the management of the business safes thoCondtiet Of the affairs of the corporation, and in further creation, definition, liotatititith 't kiegtilation of the powers of the corporation and of its directors and stoekholdersifit isttuther provided: 1. The number ;:ifidirentots of the to/potation shall be fixed by, or in the manner provided in the By-lsty.,va, but in no case shalt the :number be less than three. The directors need not be Stockholders, 2. In furtherance and nOt in limitation of the powers conferred by thc laws of the Virgin Islands. add subject at all times to.the provisions thereof„the Board. of Directors is expressly authorized and empowered: a) ' Subject to the right of a majority of the stockholders -to amend, repeal, alter or modify the By-i-aws at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, feting or altering the management of the property of the corporation, the governing of its affairs, and thc manner of certification and transfer of its stock. b) To authorize and issue obligations ofthecmporation, secured and unsecured, to include thereio such proVisious is to redeentability,.convenibility or . t • • SONY GM 000311729 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001553 EFTA_00149338 EFTA01253118 Epstein Web iOS app on the App Store.
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EFTA01253111 | EFTA01253117 trat2sizaes 12; aa PAU. FPFFMAtl PC 340- ra-2830 PACE, 35 f Articles of Incorporation Page 3 f. telitticin to the fOregoing itusintss with any persint,npaittisocititi*eorpotationok gorgnitttent or governmental. agency. • - 14r---.40..honcluotitlisuslnessrin the'Virgintslands and elsewhere initlieVnited Statecsand :foieign^countries and to have ofgces witltinor ontside the Virght Islands and to hold, purchase, morigage,, and convey real- arid personal property Within or outside the Virgin Islands. 12, to do all and everything necessary, 'Suitable and proper foram accompliahnient of any of the purposes' r the attainment of any of the objects Or the exercise of any of the powers herein set fonh, eithet alone of in connection with other Anus, individuals; associations, or corpomtitins bitty. Virgin Islands and elsewhere in the United States end %*tgn couniskoCensittii do any other or things incidental or appurtenant to or 'growing onieled with the said bpsinest, purposes, objects, and pOweis or any Ott 11)=.40 not inconsistent with the laws of the Virgin blandS„ and ticmm=1Se any :idkewcrs now or hereafter conferred enumerated • ilseren ornot 4 :i Ilie.PuMoses, objects, se43fte/elooaeletlin this Article shall not be liMitedorrestricled l'by tiFelence. to the terms of any, other* bdivision or of any other Article of these Altioles of TiOtporation. ARTICLE w The total amber of shares of smelt which•lilts etirporition is authorized o issue is:-14Q0 shares a'comratiastock of no par value; no pieferie.stocleisautliorixet Ile minimum amount of capital with wbicb the corporation mil commence business is S1,000.00. V The name and place of residence of each of the persons forming the corporation are as follows: Barbara Mignon Wcalhody Mit SONY_GM_00038728 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P 6(e) DB-SDNY-0001552 EFTA JX) 149337 EFTA01253117
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EFTA01253111 | EFTA01253116 09,29/2603 12:20 240-774-2039 PALL FEECMAN PC PAGE ilt1 Articles of Incorporation Page 2 I 4. TO Require, hold, maintain, encloperate such plants, workshops,i Offices, stores, buildings, equipment, vehicles, and conduct of the business herein refe vessels as may be desirable~ for the proper rred to, and to do and perform every othe r act that may be legally performed by &corporation engaged in such busiiteis. 5. To apply for, acquire, register, use, hold, sell, assign, or otherwise dispose of (eith er absolutely or by Way of lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to' ccount any letters. aient of thelJnijed States or of any &reign country, or 'pending' applications therefor, and any inventio ns, improvements, devices, trade secretsc tornuthie,proccsses, trademarks, trade names, lanmds, labels, copyrights, and pritil ligp and tiripight, title, or interest oiereih. To purchase, or otherwise acqu iscoaknby.devise, hold, own, mortgage, pled ge, sell, enjoy or otherwise twit to arAotilit, assign,. and transfer and to invest, trade, and deal in goods. wares, and mere anise, and real and pers onal property oft very kind. To acquire, all or anypart oflbe good will, rights, property, AO business of any person, firm, associatiOn,:or corpOration and topay for the same in cash or in stock or bonds of this corpoifticirTefothenvise and to hnld or in any manner dispose of the whole or Any of tkpriaperty so purchased, and to assume in connection therewith IOW of any sucliperstan, conduct hair* Wfulltuumer in any plac finn, association, or corporation, and to e the whok or any part of the business thus acquired. 6. 7. 8. To. purchase, hold, sell, assign,. transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock: of, or any bonds; securities, or evidence s of indebtedness created by any other tom-o ration or oorporations of the Virgin Islan ds or any Other jurisdiction and, !Met owner of such atocks, bonds, securitie or s, evidences of indebtedness, to . exercise all the rights, powers and privileges of ownership, including the right to vote any stock thus owned. 9. To bombes or raise money to tiny amount permitted by law by the sale or issue of bonds, notes, debentUres; or other obli gations of any kind and to secure the same by mortgages or other lions upon any and all of the property of every kind .of the corporation. 10. To enter into and carry out any cont racts including entering into joint ventures or partnerships, limited or general, as limi ted or general partner, or both, for or in CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) SDNY_GM_00038727 DBSDNY-0001551 EFTA_00149336 EFTA01253116
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EFTA01253111 | EFTA01253115 esizoneft3 IV 2 e . PALI. HOFFMAN PC 30-774 -21339 .7 ARTICLES OF INCORPORATION OF SUPERS, NC. We, the undersigned, for the purposes of associating to.establish a corporddpn for the transaction of the business and the promotion, and conduct of the objects and purposes hereinafter state&tiiider thepröviSioris ritidiitbject rolherequirentents of the laws of the Virgin Islands of the United States (hereinafter called the VirgidIslands), and particulady the General Corporation Law of the Virgin Islands (Chapter 1,,Title )3, Virgin Islands Code),as the same may he amended from time to time, do make and file these Articles of Incorporation in writing and do certify: OCTICLitt The name of the corporation (iereinafter termed %3ris.the "oorporation") is .JEEPERS, NC. Air 47 ARTKLE'll ••• The principal office of the corporation In the, Virgin Wands is located at 41.42 Kongens (lade, St. Thomas, VI, and the name of the reSideht agont of the corporation at that, address is Barbara Mignon Weatherly. MinCLE Rr •N Without limiting in any denser the scope and generality of the.allowable functions of the coiporation, it is hereby proviftedthat the corporation shall have the following purposes, objects and powers: ta.. 1. To engage in any lawful unclertalcing or basiness. 2. To, engage in any commercial, industrial, agricultural, marketing, transportation, or service activity, business, or enterprise calculated or designed to be profitable to the corporation. 3. To design, develop, manufacnitt, construct, assemble, install, repair, maintain, prcpare and compound •azid to buy, sell, import, export, and olhenise deal in commercial, industrial, agricultural, or other instruments, appliances, tools, machinery, equipmern, parts, supplies, acceSsories, devices, preparations, compounds, and articles, and goods, wares, and merchandise of every kind; to maintain aiid operate laboratories and testirig.faeilities of even kind and to canyon the business of analysts, testers, examines, advisors, and technical consultants with j"...t to materials, equipment,and processes of every kind and to carry on research. and experiments with respect thereto. SON Y_GM_00038726 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001550 EFTA_00149335 EFTA01253115
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EFTA01253111 | EFTA01253114 • 8. Satisfaction of Indebtedness Client agrees to satisfy. upon demand. any indebtedness. including any interest and commission cbarges. Client krther agrees to pay the reasonable costs and expenses of collection of any amount it owes OBSI, including reasonable attorney's fees and court costs. Client agrees that 08SI and its clearing broker have the right to collect any debit balance or other obligations casing in Clint's Account. and that Such rights may be assigned to each other 9. Loan or Pledge of Securities and Other Property Within the limitations imposed by applicable law, all Securities and Other Property now or hereafter held, carried, or maintained by DB51 in its possession that have not Pace fully paid for, may be loot, either to (*Sloe to others, pledged, and roniedged by D8S1. without notice to Gent Client understands that while securities held for its Account are loaned out. Client will lose voting rights attendant to such securities. 10. Aggregation of Orders and Average Prices Client authorizer. 0851, st its antiunion. to aggregate orders for the Acceunt with other customer orders. Client recognizes that in so doing. it may receive an average price for its orders that may be different from the priceis) it might have received had its orders not boon aggregated. Client understands that this practice may also result in its oroers being only pettish). completed. 11. Arbitration - This section ol the Agreinnent contains the predis trete et bitreamo aurcement between tin. By sleeting this Agretntrant, we swam as follows: lil All parties to this Agreement we giving up the right to sue each edger in court. Including die tight to a trial by jury, except es provided by the rules of the arbitration forum in which a claim is filed; till Arbitration mania ere generally final sod buidihg. A potty's ability tu have uraoun niece or merely an erbloaroe °nerd is vary limited; tail The *betty of dui pertieS to obtain tkroments, witness statement end other discovery is generally limited in esietrati0n no cemented to court prooeedngs; IM The arbitrators do not have to explam the ream:nes) for their award. unless, In en eligible case, a taint mental for an explained decision has been submitted by all parties to the panel et beat twenty 120) days prior to the first hearing date; (v) The papal 01 arbtlettors will typically include a 'minority of arbitrators who were or are affiliated with the securities industry; (vi) The miss of some arbitration forums may impose time limits for bringing a claim In arbitration. In some cases, a claim that is ineligible for arbitration may be brougid in tomb and bill The rule, of the steatration forum In which the claim is filed, end any amendments thereto, shell be Incorporated Into this Agreement. - Client agrees to arbitrate wish 0891 any controversies which may arise, whether or not based on events occurring Prier to the date of this agreement,including any controversy arising out of or relating to any account with 01351, to the construction, performance or breach of any agreement, or any day arising from any agreement or other relationship with DB51. or to transactions with or through DB51, only before the Financial Industry Regulatory Authority, Inc., or any exchange of which 0851 is a member, et Client's election. Client agrees Mat Client shall make Client's election by registered mail to Deutsche Bank Securities Inc.. Compliance Department - Attention: Director of Compliance. 60 Wall Street, 23rd Floor, Mail Stop NYC80-2330. New York, NY 10005-2836. If Client's election is not received by 0851 within ten (101 calendar days of receipt of a written request from 0851 that Client make an election, then 0851 may elect the forum before which the arbitration shall be held. - Neither 0851 nor Client waive any nght to nook nquiteeleareef pending arbitration. No person shad tiring a putative or certified aces action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any Wien who hss named in court a Putative class lichen or who is a member of a putative doss who has not opted out of the class with respect to any claims encompassed by the putative class action until (il the class certkication is dented; or Pi) the class is decerutied; or (iii) the customer is excluded from the class by the court. Stied forbearance to enforce an agreement to arbitrate shell not constitute a waiver of any rights under this agreement except to the extent stated herein. Important Disclosures for Your Records Deutsche Bank Securities inc. "0851" is fuemehing this document to you to siert you Unimportant matters regarding your account. Securities Investor Protection Corporation l'SIPC") Securities held by our Clearing broker, Pershing LLC, for your account ere protected up to the total net equity held In the account. Of this total, SIPC provides 5500000 of coverage. including $100,000 for claims for cash awaiting reinvestment The remaiolug coverage is provided by Pershiog through a commercial insure. SIPC protection applies when the SIPC member fine through which you hold your investments fails financially and is unable to meet its obligations to securities clients, but SIPC protection does not protect against losses attributable to the rise and fall in the market value at investments A small number of client accounts are not carried on Pershing's books due to specific account factors. These accounts we covered under DB515 SIPC membership DBSI does not provide coverage in except et SIPC coverage. Certain investments, such as commodity futures contracts and currency, are ineligible for SIPC protection. For additional information on SIPC, see www.SlPC.org or can the SIPC public information number. 1202) 371-8300. Payment for Order Row DRAB receives payment when its ranee for execution certain orders in mien securities. The determination as to where to mote orders is based on Several factors, consistent with 0851's obligation to provide best execution for es client orders. Because several factors are considered with respect to such determinations. 0851 could potentially secure price improvements on Such orders by routing them in a different manner and all such orders potentially could be executed at prices superior to the best red or belt Offer. Payment Is received by 0851 in the form of rebates. or credits against exchange fees, and specialist fees. Details will be furnished upon written request. 03-PWM-0188 Corp Ana Auth & T&C (0 n2) CORP 008420-022212 SONY_Gel_00038725 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001549 EFTA_00 49334 EFTA01253114
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EFTA01253111 | EFTA01253113 Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as -rest- ) accepts the Account of the client descnbed in the attached certificate (the 'Client"). The term 0851 includes its affiliates, officers, dimmers, agents and employees. Client undernande that Pershing LLC is the earner of the Account as cleanng broker pursuant to a clearing agreement with DBSI. Deutsche Bank Securities Inc. is a subsidiary of Deutsche Bank AG. As used herein, the term 'affiliate of Deutsche Bank" or "Deutsche Bank athletes- means Deutsche Bank AG and its anbsidiaries and affiliates. Each of Deutsche Bank AG and its affiliates is a separately intorporated legal entity. none of Mich is responsible for the obtgations of the others. "Securities and Other Property" shall include, but shalt net be limited ro, money end securities, financial instruments. commodities of every kind and nature, and all contracts and options relating to any thereof, owned by the Client or in which the Client has ao interest. These torme and conditions shall be construed in accordance with the laws of the State of New York and the United Stales, as amended. By opening the Account. Client agrees to the following terms and conditions: 1. Confirmations, and Transmission of Instructions Client agrees to notify 0851 in writing, within ten (10) days of sending Client a confirmation. of any abjection Client has to any transaction in its Account. In the absents of such written notification, Client egress that all transactions for its Accboet will be final and binding el it. Chant understands that it is responsible for transmission of instructions to DBSI and that Client bears the risk of loss rinsing from the method of transmission that Client uses in the event of transmission IMMO., misunderstandings. impersonshorts, transmission by unauthorized persons or forgery. Chant egrcee to release and indemnity 0851 from any end al liability arising from the execution of transactions based on such instructions except if DBSI's gross negligence caused the transmission error. 2. Cash Account With respect to the Account: Ii) Client will make full cash payment on or before settlement dale for each security purchased, unless funds aufficient therefor are already held in the Account. (ii) Client does not contemplate selling any security before it is paid for as provided in the precedng clause; (iii) Client will own each security sold et the time of sale and, unless such security is already held in the account. will promptly deliver such secunty thereto on or before settlement date; and (iv) Client will promptly make full cash payment of any amour t tut moy become due in order to meet necessary requests for additional deposits or, with respect to any unissued security purchased or sold, to mark to the market. 3. Short and Long Orders; Deliveries and Settlements Client agrees that in giving orders to sell. all "short- sales wAl be designated by it as "short' and all other sales will be designated by DBSI as long Client mho agrees that DBSI may, at its cleclation immoderate cover any sixty sales in the Amount, without pt.* notice. In one of nondelivery of a security, 0851 is authorized to purchase the security to cover Client's position and charge any loss. commissions and fees to the Account. Cleat agrees that if 0851 fails to receive payment for securities Client has purchased, DBSI may, without price demand or notice, sell those secur lies or other pro arty herd by DBSI in the Aceeont sad any lees resting thinefearn will he charged to the Account. Client authorizes 08.51, at its discretion. to request and obtain extension(s) of Ckent's time to make payment for securities Client purchased. as provided for by Federal Reserve Bank Regulation T. 4. 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 DEISI. any of its Affiliates re Pershing, in whico Clime his art interest theld individually. piney or othenvlee) (collectively elesuch Securities end Other Property are referred to herein as 'Collatera) in order to secure any and ell indebtedness or any other obligation of Client to ()BSI and its Affiliates or Pershing (Provided that such indebtedness or obligation to Pershing arises in connection with this Agreement) (collectively, all such obligations are referred to einem as the "Obligallonel. Clients who are joint aecnontht (dere I - Joint Accountholders") acknowledge end agree that pursuant to this lien, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with 0851 or its Affiliates (whether individually, jointly or otherwise) end shell secure arty and all Obligations of each Joint Accountholder to 0851 and its Affiliates. D851 (or Pershing. at 0851's instruction) may, at any time and without prior notice, sell, transfer, release. exchange, settle or otherwise dispose of or deal with any oral such Collateml in order to satisfy any Obligations. In enforcing this lien, DBSI shall have the discretion to determine which Securities and Other Property to apply for the purposes of the foregoing. Notwithstanding the foregoing. nothing herein shall be deemed to grant an interest in any Account a assets that would give rise to a prohibited transaction under Section 4975(c) ORB) of the internal Revenue Code of 1986, as amended, or Section 4061aeielai of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement account(s) maintained by DEISI, which may include IRAsor 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 accounqs). 5. Authority to Benoit. In case of the sale of any security or other property by DBSI of Client's direction and 0851's inability to timely deliver the same to the purchaser by reason of Client's failure to supply DIKS1 therewith. Client authorizes D851 to purchase or borrow any security or other property necessary to make the required delivery, and Client agrees to be responsible for any loss or cost. including interest. which 0851 sustains as a result of Client's failure to make delivery to DEISI B. Interest Charges Client acknowledges mat debit balances in the Account. including, but not Wilted to, those arising from Its failure to maim payment by settlement date for securities purchased, will be charged interest at the then current rate, in acctudance with OBSes umual custom. Interest will be computed on the net daily debit balance, which is computed by combining all debit balances end credit balances in each account with the exception of credit balances associated with short security peutions. 7. Credit Information and Investigation Client authorizes DBSI to obtain reports concerning its credit standing and business conduct at DBSI's discretion. Client also authorizes DBSI and any affiliate of Deutsche Bank, including, without Imitation, Deutsche Bank AG, to share among such affiliates such irdnrrnanen and any other confidential information DBSI and such affiliates may have about Client and the Account. 09 PWM 0188 Corp Acct Auth a 'K (02/12) CORP 036400.022212 SONY_GM_00038724 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001548 EFFA_00149333 EFTA01253113
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EFTA01253111 | EFTA01253112 (3) ..The COrtoiqkok.), duly, gegen(*) and extritiki ;actions sukbprIzpny the reeWtitfono otttifieciitcfroki. •1L. J.S. toy, 2-4,And has theikowask to Wink; (4) No action has been taken to rescind or amend said resolutions. and they are now in fug force and effect. (5) No one other than the Corporation shell have any interest in any account opened and maintained in the name of the Corporotion: MI THE TERMS AND CONDITIONS ON THE NEXT TWO PAGES CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11. IN WITNESS WHEREOF. I hove Amino Biked my hand and the seal of the Comoration:this? U. 'day of..Ce+. bar 13 SEAL 'MC ›et‘NA 444, • 4kiiat99).0i .ortigiP9 150 0?i. *wilco( Certifying Officer' VC—.4alir^ 44 1(9411*s 040 1/liplike! Slane 0044: (Ckk oilikIrtifikitI.ktffikei SI) 5k1Plf.(40)(kikkitihkilift;Ctr ik9ke 00 0).P.erkors listed in, section 2. Signature of Second Certify/Wig Officer Nome of Second Certifying Officer Corporate Tale of Second Certifying Officer IF THE CUENT IS INCORPORATED OUTSIDE THE UNITED STATES. THE CLIENT MUST COMPLETE AND RETURN A FORM W-B ALONG WITH THIS OFFICER'S CERTIFICATE 09-swM 0186 Coto Acct Authal&C 07/121CORP 006420.022212 SDNY_GM_00038723 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001547 EFT/t00149332 EFTA01253112
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EFTA01253111 | EFTA01253111 Deutsche Bank Private Wealth Management Corporate Account Authorization and Terms and Conditions Officer's Certificate Account Number. I ") otAit—I1.-u— trr. or Unwire, Inc Vic_ :.the dulyiliceed and Sing _Sec sr e ft,ceni itfte."Ceffierafiertz) ijesChY certifythat:. .(1) The following resolutions were milciimpd by unanimousconSent of thelterard of -Directors 'of the Corporation on the. of Sec, 'day It 4-k ,2O(3 RESOLVED, that any persons designated by tfid etLe_tAir ere Sk re of the tOrporatice are arithorized on behalfel if* Cerporihon (A) Open and maintain one or more brokerage eccount(s) for and in the name of the Corporation at Deutsche Bank Securities Inc. (referred to herein as -DOSI") (including any successor thereof): (Et) Deposit. deliver, assign, withdraw and transfer funds. insuurnents and securities of any type; (C) Sell any securities owned by the Corporation; (DI Buy any securities in a cash account: and (O Buy. sell and sell seventies (including put and call options) short in a margin account and (DELETE (E) IF INAPPLICABLE) (F) Execute all documents. and exercise and direct the exercise of al duties. rights, and powers, and take all actions necessary or appropriate to perform the powers enumerated above. . g ;oi the 4rporThidon shelf certify in writing any changes in ihei FURTHER RESQWED. that the) ee- e S f Ore .1-x-4— 'powers, office Or identity at those pylons authorized to perform the powers enumerated, above. DESI may rely upon any such certificate of authority furnished by the Corporation untl written certification of any change in authority shall have been received by 0851 Any past action in accordance with this resolution is hereby ratified and confirmed. The powers enumerated above pertain to securities of any type now or hereafter held by the Corporation in its own right or in any fiduciary capacity. Powers previously certified by the Corporation shell not be affected by the dispatch or rece(pt of any other form of notice nor any change in the position with the Corporation held by any person so empowered. My officer of the Corporation is hereby authorized to certify these resolutions to whom it may concem. (2) Each of the blowing are authorized to perform the powers enumerated in the foregoing resolutions and by signing his or her name in this section 2 agrees on behalf of the Corporation to the Terms and Conditions attached hereto: (List name a • rate position) re Position. Signature Name Position flame Signature Position Name Position Signature Signature Deutsche Bank Securities Inc., a subsidiary of Deutsche Sank AG, conducts investment banking and WallitiPS actrvifies in the united stet 09-12Whe0186 Coco Acct Auth & Tee (02/12) CORP 006420 022212 SDNY_GM_00038722 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001546 EFTA_00149331 EFTA01253111
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