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S GM 00013583
CONFIDEISITIAL III RI:
FirstBankPRO00746
CONFIDENTIAL
EFTA_00124226
EFTA01269393
1 First Bank Customer Due Dnigence for Business - Entities
Existing A«ount Number
Busks Ce namm Employer Ideribfication or Social Security Number
Laurel Inc. : 66-0776877
DM Name grapplicable Social Security Number (if applIcablel:
Pryslcal AddMss: Mali rog ddress:
NagSp
Hoo c _rtsr 83 6J2) Rid Hook Quarter 83
SI. Thomas VI 00802 St Thomas USVI 00802 _
USineSS Phone Emil:
2 4::sneessiEnti Descri
Type of Business _ Pcidtreg Comp. Not doing Bus. NAICS: poitio Annual Salts: N/A
Date Established: _ 11/2212011 Number of Employees: . 0 Number of Dikes: 1
0 CBA 0 Cceporatcn • 0 Nonprot Corporsion 0 ', wowing,
Type of Ennty
ID Government Agency 0 Unincorporated MacronaEntity 0 Limbed USbilly Company
0 Other.
E Cc rtific ate of De pos It 0 Chic ng 0 Sating 0 Loan 00thor, specify
4 Account Purpose
LI Payroll IS1 Operational ❑ Trust 0 Retie Funds 0 ATM thine CI Esnow 0 Tinter Funds
❑ EaretPonnal 0 Irwin:erne Other
Transactor
Dasisat Inn 0 1 • 10 0 11 -20 0 21 amore.
Crates
TowAmount 0 $i-54000 0 St001 425.030 0 S25.001 omens
0 Cosh 0 Payed 0 mean Transits 0 Ad/ 0 Checks El P08
Monsonion NM
0 Electronle TWOS 0 Other.
O 1.10 0 11 • 20 0 21 or rests
Debits
Tressetftas
Teei Aromarti ❑ si • 18.000 0 $5.001 • S25.000 0 $25.0310 mom
O can 0 Payrol 0 Accost Transtars ACH 0 (Rods 0 PCS
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O eadionic Dangles 0 Oise
01Mornitionel Tiaismilons —Vas Transient nkei -
0 IncornIng Transfers 0 Outgoing Tra nsfers,
0 ceity 0 west/ 0 matt. 0 my 0 weekly 0 monthly.
rnestons 0 1 .10 0 11 -20 0 21 -50 0 51 camera Dissectors 0 1 -10 0 11 —20 0 21 -50 0 51 gross
Tadeldbootatt 0 st • SNI.000 0 525.001 -1500.0:0 0 SSOSCO1 a ewe OaMIAmours 0 it -126/000 0 MMO • 000030 0$50).031 * caws.
countess — pales
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II the metal deposit ta greeter than 1500.000: rideata the source of wealth:
• 001r answer e its Nat bast one are istreng. iv den MI be oradertillepl rele anOtonlwadIce is reeded se emaSNh n In Cm Dogma Cradel
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A Is the NAICS selected sips uric?
B. Does the business eats a private ATM machine on sees 0
C. Is the business a %twee mgancatictee 0
D. Is the Napless a InCabail commtee a traannlattOn?
E is the ouu nest mated to an Offs= of a foreign govenvnent, itiO0ite OtO Pipe of reateriship
F Is the toe rime engaged in aetwbes reined to Internet 0.emtlinci,
Name of the Representative wino attended your call:
Response to Employer taint/neaten or Social SeCtinty• Year
Response on Industry Behavior
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CONFIDENTIAL
CONFI DE 11e i••Il 11 L ar.
FirsteankPRO00747
EFTA 00124227
EFTA01269394
Customer Due Diligence
Business Accounts
Virgin Islands
1. Business Information
Account Title ("Depositor): LAUREL. INC
Account Number
S.S./TINJEIN:
Physical Address: RED HOOK PLAZA QTR B3 Mailing Address: 6133 RED HOOK QTR B3
ST THOMAS VI 00802-0000 ST THOMAS. VI 00802-0000
Beefless Tenpins** (340)7752525 Business Fax a internoswebsite Address:
Line of Business: Office Administraeve Se NAGS Code: 581110 Date Established: 11/20/2011
Annual Sales: $0.00 Nbr. Of Offices/Branches: 1 Nbr. of Employees: I
Elkeigedie O Own O Lease MONSIIII0 Advertisement 0 Current Client 0 Other
Contact Person Name 8 TO> - Contact Pence, TeephOne a
2 Account T •0
0 Sole Pf006, 1048hIP 0Partnership 0 CorPotalflOn .0Noo-Profit 0 U.P OLLC O Other LOOM
p Connecta( Chathrog
Ccacrverclal tea Checking
Government Checking
Contnrcial ChoOeng ICKTA
Authorized Signer Name:
Arranged 00
EA/ranged CO Offshore (BVt)
0 Arranged 00 08A
3
Gonenenent Statement fy
3. AuthonZod Si t - r C. m Ycte the l • .
JEFFREY EPSTEIN
03111611eftial Statement SV
Commercial DBA Statement SV
Conerarcial MaAmIzer SV
ccereneeciai DBA mecums, SV
0
DI
UI
O
€14240MakW
CColineYeal Passbook Savings
Government Passer:PP Savings
Cottate cf Deposit
Omer: COMMERCIAL CHECK A
Physical (Home) Address: LITTLE ST JAMES ISLAND Occupation: FINANCIAL CONSULTANT
Personal Maine AddreSS: 6100 RED HOOK MRS STE 83
ST THOMAS. VI 00802-0000
ST THOMAS, VI 00802-1348
Social Dated Binh Flax of Binh: US Citizen of:
O V20:1953
Perna Telephone Number. Business Telephone Number Motile Number: I Emal Aare's:
(340)775-8100 (340)775-2525 IJEBRENICATTGLOBAL.NET
intilfaM005 : Photo Idenekaticei Type 8 Number IderdifiattiOn Espirabon Date:
I PaSSPORT-207320: 10/10/2012
r ❑ . explain
0 YES aRwN
OF AppLc 0 ealligatiaerilkialillitikif O Yes O No. explain why:
Mall
The [teeniest hereby waft that FIndlank Ms been desIgnated as a depository d t drafter area ninth's reweave the laicansion contained
in tie Gies Informs/bon Sine (KYC) and finds it non/ate on eon date. The Depositor has received and agrees to the Teens and Agreements tar
0.ornineroal Accounts and Rates and Fees Snedue currently in effect and as nay be amended Mete bee of account and semces It has selected.
Under penalties of Oteay. the Depositor Cerofts hat (1) The number shown Co this kern is Pie Correct tie i6entifiCiakin number and (2) that In
Dcposncr a not newt to backup wanton° ather beause. (a) 4 has not been notified by the Interval Remiue service (IRS) that it is swami to
wienciang as a resell of faltre to repel ail intennt or dm/owes. or (b) that the IRS has not/fled me Deonta that t is no longer subject to backup
ynthhcM nu or it is exempt tom backup wrIncldng. (3) the Deposnor is a U,S. enemy. (Cross out subpart 215) if it is net true. If Statement 3 is not
true, cross out and complete an apponiate Fcan W-8)
The Internal Revenue Service does not require your consent to any peoeislon of this document other than the Certificauon required to avoid
backup withhoicfing.
Date AirthOresel Signatile Tee iSeeetallidfteda
X
5. Initial D
Amount: $1,00000
Type: CHECKS O pligszlisspowt,ovorS500,000t4apg PocisnarS %era of s.n446;ii
Cif NOVAK Od Waal . tbAn b Comet erinr-nornini _
6. Ex hictod Tru: lions (Month
. . ..---. : .. O Yes O No
——
. . .. . . . O Yes O Ho
Credits: No of Transactions: O 0-10 O 11- 20 O 21- 60 O Other 6 -10
Total Amount ($). 55.000
O 54 S5.000 O S5001 - S15.000 O $15.001 - 650.000 O Other $1001- $5000
Types O Cosh O awck. O littarEfronslees O VW* Owls, a POS
O Papal O Pict Ospcslt O lionismirl ChinsAloney Orders O API O Oar CASH
OEM= No. of Tnnaclione: O 0.10 O 11 - 20 O 21 - 50 O Other. 6.10
TOR Arlan (5): O SO - 56.000 O S6.001 415.000 O M.& - $50.063 • 1 • S5000 , ,
Type: O Cash O Checks O Mixon flambee O hire Transfers Bank
D P3yror O Oman DePtcs O Mnbbert CbacksAkesy Orden O ACM _ H _____
, 4 an n. NTS
Cun t O The O No Account Current O Yr O No ' :. tu a "a-
Account MOP Account l' ESTIFRED TO RE .1TRUE AND
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SD Y_GM_00013585
CONFIDF N„
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CONFIDENTIAL First8ankPR00074
EFTA 0[)124228
EFTA01269395
F rilfinrint I"erIMM ' ar ffine" ffi liffirrirrn Afirril.Millini.
Authorized Signor Name: DARREN INDYKE
Cut" oat Titlui-
Physical (Home) Address: 2 KEAN CT
Occupation: AI I °RIVET
Personal Mailing Address:
LIVINGSTON. NJ 07035423/
Soda' I Onto( rat I Placa ol env
Email •
ber ausnealir
Photo identification Id
CREEKS LICENSE Ito Expiration Dale:
O CHEXSYSTEMS
. . earplein
01/3020I1
O YES
OFACIPLC O gagitatimpigas o Yee O No. explain y:
1111111111
Authortmd Signer Name:
Physical (Home) Address:
Occupation:
Personal Mailing Address:
Sodas Security Kenbec Date el MAN Piece elMee
Home Telephone Number: Sureness Telmixne Mintier: Motile Number. Emil Address.
ThNiISWaal Plums Menileceticn Type 6 Mastic
Idenatcation Expraion Date:
csocsysmas explain
O tliellall111111 _ IIIIIIIIS
OFAC/PLC O ellaliltiliglitti O Yes O No, explain wily,
illitillilil
Authorized Signer Name:
PhysiCal (Home/Adana
ItilitaiSARt_____
OccUpall011:
Peregnal Mining Address:
social Seoty Numta I Dab S Die,: Psi et Belk Erb
Home Taipa000 Hunter. Susinees Telephcoe Miter I Mobie Number: Emit Marcel:
~fd!(1.4ttltarnii)r Photo we-site's." Type a decreer:
Identincemn Expirtion DirW
O CHEXSYSTEMS , explain my..
.. . .
O oktio ;
OFAC/PLC O • O Yes O No, explain why.
Authorized Signer Name:
MO
Physical (Homo) Address. Occupaton:
Personal Mailing Address:
Soder Security Number: Date of Sim: Pena Of Birth: Ma*
Home Telephone Number. Swains Telephone Number: ! I mote. Number: Erna, Address
SISROSalfittil Photo IdentrfiCati00 Tyco la Nurnter: Identification Expiation Dew
O CHEXSYSTEMS . explain
O Niffltitillititi-
OFAC/PLC O IllallItallISI O YesO No. seism wing:
MINGUN
O Meethent Cad Services e-FirsiBank (Internet) Cash Management
B erica Cad
Overdraft LM
O UNIT Of Carla
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Night Deociscory
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Management
IreetreW0C Date: Revar. Dena:
1 First Bank
RECORDS A LEGAL REQUIREMENTS
CERTIFIED TO HE ATM AND
MET COPT OF THE ORD:INAL
t
maire 3O038 I Id SDNY_GM_00013586
ininSaDrican
CONFIDENTIAL
CONFI II ILL
FirstBankOROOOT49
EFTA_00124229
EFTA01269396
alev.Oecetor
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Request for Taxpayer Give Form to the
=pest= Levet Identification Number and Certification requostet. Do not
send to the IRS.
Non toretan• Verna noarre
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8100 Red Hook %neer 113
, Olt Ott ad zooid
4.: St. Thome, urn 00001
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la Taxpayer Idenffreetion Number
(rit4
Enter fax 194 In the OPPOInto box The nu raided nun methle neer peen on tot Soots Otto
to avoid both* attack/1 Fa advikeza. Xis evert soda:waft Sant Ire
rasdent Seta sole propiebr. or doregirded entity. see the Part I rails MPG. How...r. kg a
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tattlarpeesatie a Oeflurf. 1 col* that
1. The meow shown onIle form i• my eared tioaoyer Idengtellixt rezeinfot1ant
valloolor a
ranter to be bawd to M.D.end
2. Im ad babied ro beds odordtgotp tea {Worn gni from today waltoldtg. or (Whoop not bale notified by the Internet Revenue
Sento aFtta t man ettleotiobethuo witactaggMt romelt fi e lave to opal et IMentst or dna:lends,
0/0 the SS lab MONO rre Sus I am
ha ter ad:WM bedcupulehhadno. and
8 I an lag deomorotheUApomen teledhad hdo4
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as that you an euvently *bled to beam) tilthrateana
because rot, ha.e ailed t rocort d inbred and dhaireide en wattage% For nod*MS
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General Instructions Pla irecemsbr ghu you • teem caws Wien Farm V/.9 bea,.st
SAMS, *maws we ID 00 yew Tea yob mum Mee meshes tan V b b auburn/Sy writer
noted be rote rem W4.
DIONSid of eU.S. porson.for Werela rugosse. as
Purpose of Form ccealilemb: US paraani ' ,ogee
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attain )fir coma taxpeott idmnbl taco,, ototow mill to MCA by •A pednersha corporation. OCOTrony, a OSSOOatko awed or
exa-nara ram, pm to act, reel nab Innacttont. nwtosis inletCat organized In the United State a older Ott Ira or the unxts Sawa
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to pwdde ypaaoetan WI to are paean raqueolna t Orr SoecaaI need for pertnershax. Partnerahp: vat oonstual • Indoor
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tag 10, Res, in onion cans whore a Foal, W-S hes rotten, roosts; •
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is rat sleet es lie ulgiholfrigIs onion* perinert Sure ct
reeve* ereneeted been
Cat No 10731N Poi% W-90re.12-1011i
1First Bank
RECORDS LEGAL REIWIIIIMENTS
CERTIFIED To HE .1 1 RI' E IND
F.N.ACT (OPT OF THE ORMIN.U.
_GM_00013587
CONFIDENTIAL
CONFIDE rsitilA. I. 11111E
FirstBankPRO00750
EFTA_00124230
EFTA01269397
ire 00.4 Appcuatior -or tmployer
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nu:onus & 116:11. ar:on EMENTS
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1:04)FHT N.17.
CONFIDFNP I
GM_OOO13588
;Lit RI:
CONFIDENTIAL FkstElankPRO00751
EF1'A_00124231
EFTA01269398
Business Verification Results
mm, Page I of 2
- — ..-
RESULTS SUMMARY
OFAC CHECK: PASSED
IDV RESPONSE: OVERRIDE
EIN: FAILED
Input EIN:
NAME MATCH: PASSED
Input Name: Cypress, Inc
ADDRESS MATCH: FAILED
Input Address: Red Hook Quarter b3 St
Thomas VI 00802
Dif. Info: 9100 HAVENSIGHT SAINT THOMA
S UNIT ST THOMAS VI 00802
Dif. Info: 9100 HAVENSIGHT PORT OF SALE
ST THOMAS VI 00802
Oif. Info: PO BOX 6347 ST THOMAS VI 00804
Alternative Verlficati
PHONE MATCH:
i Input Phone: No verification data given
Additional Actions taken:
• Note - Please confirm the SIN.
Override Comments:
On 05/07/12 at 03:12:22 Iftdelin Colon
Added: Cleared - Other
(type in reason)Client has provided the
SS4 dated 12/15/2011
and the Articles of Incorporation. Client
previosu address
was verified and the address previously
used was the location
before relocating to Red Hook.
Account Status: Cotten
print Thiaine - class
IMPORTANT INFORMATION FOR CONSUMER
REPORT & IDENTITY VERIFICATION SERVICES
This consunw/Ousincas data is being furnished in
connection with a transaction initiated by the consumer, and
/ or in actatianct
https://production.pealeyinc.com/penley/secureNBERep
ortDetaiLdemode=print&oid=107... 517/2012
ItlefiltlIS A 1.11:4;.11.1O:111 • 11II:MEN
'JO In: .t MT .130
0113 01"1 olitni3.1l.
Y_OM_00013589
CONFIDENTIAL
CONFI FirstBankPROo0752
EFTA_00124232
EFTA01269399
Business Verification Results m
Page 2 of 2
I
wo the written Instructions of the consumer.
to whom the intonation relate!
Reporting Act (MIA) oe the Gramm Leach (Inky as Provided far under the federal Fine Credit
Att (GLBA); or Is berg used in connection with
under the PatA. The data caltaineo in tha report account review as provided for
may be Viewed Or printed (or 00 other purpose.
Consume Report limbo may not be viewed or Printed
In connection with making a pro-approvediffoffnatien returned in
time offer or crepe (prescreen).
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First Bank
RECORDS A LEGAL REOCIREHENTS
To HE .%TREE: ENO
Ei.1t7 COPE OF THE ORR:EV.11
S GM_00013590
CONFIDENTIAL
CONFI 11 III I
FintBankPR000753
EFTA_00124233
EFTA01269400
QualiFile (NAG)
Page I of 1
IMPORTANT INFORMATION FOR CONSUMER REPORT &
IDENTITY VERIFICATION SERVICES
Tit amp/mei/business data is being funkshed In connection with a transaction
initiated by the consumer, and / or in accordance
with the written instructions of the consumer, to whom the
Infornetion relates as provided for under the federal Fair Credit
Reporting Act (FCM) or the Gramm Leach Riley Act Otisld; or s
being used In connection with account review ea provided for
under the Ka The data contained in Mkt report may be viewed or
printed for no other purpose. Information returned In
Consumer Report services may not be viewed or Wilted in acme en with
shaking a pre-approved Smut offer of credit
fixescreerd.
Business Information Response
Business Information (As Entered)
Laurel Inc
Fed Tax 10: 86-0776877
Rod Hook Quarter Bs
St Thomas. VI 00602
Non FCRA
Identification Information
Federal Tax Id & Business Name Match : No
CheirSystemst History
No Closures Found
No Purchased Debt Found
No Previous Inquines Found
Inquiry ID
641692871
Reference Detail
Transaction Tracking ID: 1a3o42 OW8891 2188 UXAP30' PZI
Prat - Close
https://production.peoleyinc.com/penley/securechexSysterasBusinessRepon.dereportType... 517/2012
First Bank
RECORDS & LEGAL REOCIRENIESIN
I ElttlIFIED To Hi: t TRUE NI)
EXACT COPY OF THE. ORIGIN.H.
S _GM_00013591
CONFIDENTIAL
CONFI I III I I \ill RI.
First8ankPR000754
EF1'A_00124234
EFTA01269401
First Barn Customer Due Diligence For Additional
Signers on Individual Accounts or Authorized
Signatures on Business Entities Accounts
Account Number which Is attached to the Signer
Name: Jeffe
Last Nemec ecistein
Date of Birth: 1/20/1053 Place ot Birth: NY Social Security:
Citizenship: US NamMow: 340.7758100 Other
Physical Address:
semiMasse:
Urns Saint James Isiaml
8100 Red Hook OuartEet 83
St. Thomas. VI 00802
St Thomas. V100802
Place of Employment FinanClal Ins EMMY
Employment Add,ew
Occupation: F '
WOO Red Hook Quanta 03
Work Phone: St. Thomas VI 00802
WIWI a
Relation Account Title: asident
ID Toe Number Country Expiration BOWOWYTh
Tat
USA 10/10/2012
End Drivel License USVI 01/20/2015
Recurrent Source: 0.n Business O Private O Cr/remnant O 0:rel. specify
Annual Income: O 10 01 550001 ❑ 593.001 • $130 CO0 O $ bo LOt 52'50.000 0 over $2S0 000
3 Chant Classification
• Prue emsern As tv A atC Men Wen; evostra Rocket Wes CCAthilved non fe* arvl tote( eabl e MAIO as e.e..1th' r N. 0v Myra
CreobscSudwne For Irdvkluat a Enron Cons:dared as illohRat.
. . Kos power to Com tan eranevimem tae Co antra Oalannwnhala unsbon o mowed Yes No
A Indicate cheater the client s a nontendent Oen: (NAICS*10S003)
D
B Monate whether the Clore *a resident elan: ((FIGS 5200000)
C trdnere whether the own! ;6 rented to en &fleet of a foreign government and document the
(MACS *4030001
typeof relationeNp: 0
4 \Irateit‘on System For use only zr• Conti:igen, , P rn A CfirX'SySTFIA
Name of the Representative who attended your call
Response to Social Security: Year State:
Response on Industry Behavior.
Response on ID:
5 Account Opening Author tion
I
I froprrod
Non Pi ed
Comments. if app !cater
t br
ekeenili
ee. d sy v eta, kto-r4 5-
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'First Bank
It FA 71111DS A LEII:11. HE1/11 F:HENTS
HUHN TO TRI 1 IND
MILT 10P1 OF THE ORIGIN II.
CONFIDFKL,
S _Gm_000i3592
Irl RI
CONFIDENTIAL ForstBankPRO00755
EFTA_00124235
EFTA01269402
1 First Bank Customer Due Diligence For Additional
Signers on Individual Accounts or Authorized
Signatures on Business Entities Accounts
— —
Existing Account Number
Account Number which is attached the Signor
ame.
Date of Bath:
Jeffrey
CitttaftithiP: US_
Physical Address:
1r20, 1953
Initial:
Place of Birth: NY
Last Saw pp_stein
Rome PhonE
NallIng Aar r
lSecu
a my
Ude Saint Jams Island
5100 Red Hook OuartersB3
&Thomas. VI 00802 at Thomas. In 00892
Pismo/Employment Flnandel Tug callOWN
IDOCupeSoir Financial competent
Work Phone: 340-775-2525
Emit tvs
Relthon Account Title: president.
ID Type
1st Passport
2nd Orrvert UMW?
Recurrent Source: el Own
Bursas O Pods O Government O Gent. Was/
Annual Income- O 50.01-550.001 O MAN - 1150.000 O SI50.001- S260.00D AD_Ovw $250.000
3 Client CiaSSgiCatiut.
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OSWATed Yes No
Indate whether the diem s • nonee4eat abaci (RAMS 5100000)
A O 0
B. Indale whether the diem n a resident idiom (NA= *200000)
O 0
C Indicts %%Mew tne Gen es related to an aim' of a five gn government are deeteivare the hex of relatenchs:
NAICS :400000,
4 Verification System- For use only as Continge.y... d
Name of the Representative wise attended your call:
Response to Social Security: Year: _ Stets:
Response on Industry Behavior.
Response on ID:
5 AcCOunt Opening AuthOtization
wed
' Comments. If appleaolic
ildthkeiS
Interviewed by:
C2 in
teetSiaosill1
Finn Bank
RECORDS & LEGAL REQUIBEMENT%
CERTIFIED TO HE A nut AND
ENACT COPY OF THE ORIGINAL
CONFIDF N„
t S _GM_00013593
CONFIDENTIAL FirsteankPRO00756
EFTA_00124236
EFTA01269403
1 First Bank] Customer Due Diligence For Additional
Signers on Individual Accounts or Authorized
Signatures on Business Entities Accounts
Existing Account Number
Account Number which le attached to the Signer
Name: Darren Last Name: ,ndyke
Da, of Birth: 2/19/1965 - Place of Borth' NY
Citizenship: USA Home Phone:
Physical Addeefta:
awing Adages:
2 Keen CI
Sane
LIdgpiten. NJ 07039
Phew col Employment OssonKkicMe.PU-C
CIIWP.89It
WINUC Phmtellir
Ems&
Retake Mooted TIDE
ID Type EcarstionflaTOWD3
let DL 04/30/2014
2nd SSW USA
Recurrent Source: C Oar R:Jsiness Private O 0Cmateneent O Otber. gardh:
Annual Income: Fl so 01 550 c01 ❑ SSOACI • Siao.coo $150.001-1250.000 O Oar milt=
3 Client Classification
• one answit, Yes Fr A •MC Oft% t 4banpluestk.w. ea dere al 0.0:nedered teethed AROWICtOna.waeauaaatise th/Ode Carte
n
Cneedal.GudInat For Mad)* or Edam Censclerecla Hop Rek
• Vete even C rt as. elan aueadtteeen ton* Cate:Athee deordwaSSA u
Doted navel Tee No
A. Indicate whether' the dente a norecadent thew (NAICS 1100000)
0. !rated, whether It.. Cada eared:led (NAICSS200000) O 0
C Indicate seethe, the dant IS related to an officer of a fixer government and Soured the type of reationshia
• 0
(NAGS raCOODT)
Na. of On Reprtieentetha who attended your call:
Respatee to SodelSocurfir Year. Stara
Rations, on Industry Behavior:
Response on ID:
5 Account Opening AuttionzabO,)
Approved Dual
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First Bank
RECORDS & IiiG.tI. RE01' I 111:11ENTS
CERTIFIED TO DE 1 RUE .IND
EXACT COPE OF THE ORICIS.11
S GM 00013594
CONFIDENTIAL
CONFID AI 1.151RE
FirsteankPRO00757
EFTA_00124237
EFTA01269404
Corp No. 581980
GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
— 0 —
CHARLOTTE AMALIE, ST. THOMAS, VI 00602
C ir.*7EId.MGR ORR SWIMS 64aa tow)
I. the undersigned. LIEUTENANT GOVERNOR, DO hereby certifies deli
LAUREL, INC.
SYSIEIVIS Corporation
of the Virgin Islands filed in my office on November 22, 2011 as provided for by law, Articles of
Incorporation, duly acknowledged.
WHEREFORE the persons named it said Articles, and who have signed the same, and their
successors, arc hereby declared to be from the late aforesaid. a Business Corporation by the name
and for the purposes set forth in said Articles, with the right of succession as therein stated.
Witness my hand and the seal of the Government of the
Virgin Islands of the United States, at Charlotte Amalie. St.
!borne!: this 27th day of December, 2011.
Y R. FRANCIS
Lieutenant Governor of the Virgin Islands
1 First Bank
RECORDS S LEGAL I: 1' I R BIENIS
I ERTIFIEll TO HE .1I RUE AN
MUT COPT OF THE ORIGINAL
S Y_GM_00013595
CONFI
I1
II In I I %III RI.
CONFIDENTIAL FirstBankPR000758
EFTA_00 I 24238
EFTA01269405
t ThIDAVIT RE NOT DOING BUSIr r '1/4.
25
I, Darren Indyke, being of lawful age and after having been duly
sworn, state
that
1. I am, and have been from the date of the filing of the Articles of
Incorporation, a copy of which is attached hereto, the Secretary of
Laurel, Inc. ("the Company").
2. I hereby confirm that the Company never did any business of any
kind from the date of the filing of the Articles of Incorporation
through the date of this statement and further state that the
Company has no intention of doing any business in the foreseeable
future.
3. I hereby further confirm that the Company was formed solely for the
purpose of holding certain real estate, and it is not intended to be
used for any type of business.
4. I hereby further confirm that the Company will not do any business
of any kind prior to applying for and obtaining a United States
Virgin Islands Business License, a copy of which will be delivered to
the Bank
5. The Company requires a bank account for the purpose of corporate
expenses.
6. I have personal knowledge of the facts herein stated.
Darren Indyke
IN WITNESS WHEREOF the parties have signed and sealed this agreement
this le day of April, 2012
SUBSCRIBED AND SWORN to me this / _ day of Ar I 2012
otary Public
HARRY I. BELLER
Notary Pub:•c. $are
of New Volt
Ve. 019E4E5392a
Ousilliad m Actsland
Commission Expres Feb.County
17,20 h..0
'
First Bank
RECORDS d LEG:11. REOUI IMEN"IS
CERTIFIED TO HE .1TRUE CND
EtAII COPT OF THE ORICIN.11
SDNY_GM_00013596
CONFIDENTIAL
CONFIDFNT1 III RI.
FirstBankPR000759
EFTA_D0124239
EFTA01269406
ARTICLES OF INCORPORATION
OP
LAUREL, INC.
We, the undersigned, for the purposes of associating to establish
a corporation for the transaction of the
business and the promotion and conduct of the objects and purposes
hereinafter stated, under the provisions
and subject to the requirements of the laws of the Virgin Islands of the
United States (hereinafter called the
"Virgin Island?). and particularly the General Corporation Law of the Virgin Islands
(Chapter 1, Tide 13, Virgin
Islands Code), as the same may be amended from time to time, do make and file these Articles
of incorporation
in writing and do certify:
ARTICLE I
The name of the Corporation (hereinafter referred to as the "Corporation, is Laurel, Inc.
ARTICLE II
The principal office of the Corporation in the Virgin Islands is located at 9100 Fravensighk,Po
rt of Sale, Suite
15-16, St Thomas, U.S Virgin Islands, 00802 and the name of the resident agencr,ofralje
Corporation is
Kellerhals Ferguson LLP, whose Ensiling address is 9100 Havensight, Port of Sale, Soite154,.St.
Thomas, U.S
Virgin Islands 00802, and whose physical address 9100 Havensight, Port of Sale. Suite:15-16,Sr- Thomas.
US.
Virgin Islands.
t‘a :
ARTICLE III
Without braising in any manner the scope and generality of the allowable functions of the iG" aparition, it is
hereby provided that the Corporation shall have the following purposes, objects and powers., 2
(1) To engage in any lawful business in the United States Virgin Islands.
(2) To enter into and carry out any contracts for or in relation to the foregoing business with any person, finn,
association. corporation, or government or governmental agency.
(3) To conduct its business in the United States Virgin Islands and to have offices within the United Stara
Virgin Islands.
(4) To borrow or raise money to any amount permitted by law by the sale or issuance of obligations of any kind,
to guarantee loans, other types of indebtedness and financing obligations. and to secure the foregoing by
mortgages or other liens upon any and all of the property of every kind of the Corporation-
(5) To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or
the attainment of any of the objects or the =excise of any of the powers herein set forth, either alone or in
connection with other firms, individuals, associations or corporations in the Virgin Islands and elsewhere in the
United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing
out of or connected with the said business, purposes, objects and powers of any part thereof not inconsistent
with the laws of the Virgin Islands, and to exercise any and all powers now or hereafter conferred by law on
business corporations whether expressly enumerated herein or not.
The purposes, objects and powers specified in this Article shall not be limited or restricted by reference to the
tams of any other subdivision or of any other article of these Articles of Incorporation.
11:2 Bank
RECORDS A LEGAI. REOUI It DONIS
ERTIFIED TO HE %FRI I:
ENACT COP% (IF THE ORIGINAL
r S _GM_00013597
CONFIDENTIAL
CONFI I lo ter.. I RI.
FirStEankPRO007130
EFTA_00124240
EFTA01269407
ARTICLE IV
The total number of shares of all classes
of stock that the Carom:anon is authoriz
(10,000) shares of common stock at $ 01 ed to issue is Ten Thousand
par value; no preferred stock authorized.
The minimum amount of capital with which
the Corporation will commence business
($1,000). is One Thousand Dollars
ARTICLE V
The names and places of residence of each
of the persons forming the Corporation are as
follows:
NAM
Erika A. Kent:Mills
Gregory J. Ferguson
Brett Geary
ARTICLE VI
The Corporation is to have perpetual existence.
ARTICLE VII
For the ma naganent of die business and for the conduct of t he a ffairs
of the Corporation, sod in further
creation, definition, limitation and regulation of the
powers of the Corporation and of its directors and
stockholders, it is further provided:
The number of directors of the Corporation
shall be fixed by, or in the manner provided in, the
by-laws, but in no case shall the number be fewer
than three (3). The directors need not be
stockholders.
In fultherance and not in limitation of the powers
conferred by the laws of the Virgin Islands,
and subject at all times to the provisions thereof,
the Board of Directors is expressly authorized
and empowered:
(a) To make, adopt arid amend the by-laws of the Corpora
tion, subject to the powers of the
stockholders to alter, repeal or modify the by-laws adopted
by the Board of Directors.
(b) To authorize and issue obligations of the Corporation, secured
and unsecured, to include
therein such provisions as to redeemability, convertibility
or otherwise, as the Board of
Directors in its sole discretion may determine, and
to authorize the mortgaging or
pledging of, and to authorize and cause to be execute
d mortgages and liens upon any
property of the Corporation, real or personal, including after
acquired property.
(c) To determine whether any and, if any, what part of
the net profits of the Corporation or
of its net assets in excess of its capital shall be declared
in dividends and paid to the
stockholders, and to direct and determine the use and disposit
ion thereof:
7
First Bank
RIlllORILS REOITHEMENTS
CERTIFIED TO lit .1 TRUE CND
Mill COPY OF THE ORIGINAL
CONFIDFtsitt
Y_GM_00013598
RI
CONFIDENTIAL FirstBankPR000761
EFTA 1)(1124241
EFTA01269408
(d) To set apart a reserve or reserves, and
to abolish such reserve or reserves,
such other provisions, if any, as the Board or to make
of Directors may deem necessary or
(or working capital, for additions, improve advisable
ments and betterments to plant
equipment, for expansion of the business of the and
Corporation (including the acquisition of
real and personal properly for this
purpose) and for any other purpose of
Corporation. the
(c) To establish bonus, profitshating, pension
, thrift and other types of incentive,
compensation or retirement plans for the officers
and employees (including officals and
employees who arc also directors) of the Corpora
tion, and to fm the amount of profits to
be distributed or shared or contributed
and the amounts of the Corporation's funds
otherwise to be devoted thereto, and to determi or
ne the persons to participate in any such
plans and the amounts of their respective particip
ations.
0) To issue or grant options for the purchase of
shares of stock of the Corporation to
officers and employees (including officers and employ
ees who ace also directors) of the
Corporation and on such terms and conditions as the
Board of Directors nay from time
to time determine.
To enter into contacts for the management of the
business of the Corporation for terms
not exceeding five (5) mats
01) To exercise all the powers of the Corporation, except
such a re reZhferted by law, or by
these Anieks of Incorporation or by the by-laws
of the COrpontion upon the
stockholders. .
To issue such classes of stock and series within any class
of itocloMith such value and
voting powers and with such designations, preferen
ces and relitive,-participating, optional
or other special rights, and qualifications, limitations or
restrittiord:dtereOf as is stated in
the resolution or resolutions providing for the issue of such mock
adopted by the Board
of Directors and duly filed with the office of the Lt. Govern
or of.the Virgin Islands in
accordance with Sections 91 and 97, Chapter 13, Virgin Islands
Code;as the same may be
amcndcd from time to time.
vg[
No stockholder shall sell, convey, assign or otherwise
transfer any of his of her shares of stock without first
offering the wane to the Corporation at the lowest price
at which the stockholder is willing to dispose of the
same; and the Corporation shall have thirty (30) days within
which to accept same; the Corporation shall notify
the stockholder of its election in writing. If accepted by the
Corporation, the stockholder shall prompdy assign
the shares of stock to the Corporation, and the Corporation
shall promptly pay therefor If the Corporation
rejects the offer, then the stockholder shall offer the stock
to the remaining stockholders under the same terms
as offered to the Corporation; and the remaining stockho
lders shall have thirty (30) days within which to
collectively or individually accept the same in writing. If the
remaining stockholders reject the offer, then du
stockholder shall have the right to sell the stock at the same or
a greater price than that at which it was offered to
the Corporation. If the stockholder shall desire to sell the stock
at a lesser price than that originally quoted to
the Corporation, the stockholder must then repeat the process
of offering the stock for sale to the Corporation
and the stockholders in rum. Shares of stock in this Corpora
tion shall not be transferred or sold until the sale or
transfer has been reported to the Bond of Directors and
approved by them.
3
First Bank
RECORDS A IiLII. REOCIRDIEVIN
IIRTIFIED TO RE TRUE. AND
MI 7 IVRY OF THE ORICINAL
CONFIDENTIAL
CONFIDFN„imimi, VA 1,
Ili its
S Y_GM_00013599
FirstBankPR000762
EFTA 00124242
EFTA01269409
No stockholder shall pledge as collateral for indebtedness any shares
of stock without first obtaining the wtitten
consent of a majority of the disinterested members of the Bond of Directors of
the Corporation.
ARTICLE IX
At all elections of directors, each stockholder shall be entitled to as
many votes as shall equal the number of
votes that (except for such provision as to cumulative voting) the stockholder would be
entitled to cast for the
election of directors with respect to his or her shares of stock multiplied by the
number of directors to be
elected. The stockholder may cast all votes for a single director or disnibute them among
any two or more of
them as he or she may sec fit. At least ten (10) days notice shat be given, however the
shareholders are entitle to
waive notice of the meeting as provided by law. Furthermore, the meeting and vote of
stockholders may Ix
dispensed with, if all of the stockholders who would have been entitled to vote upon the action
if such meeting
were held, shall consent in writing to such corporate action being taken.
ARTICLE.
Subject to the provisions of Section 71, Title 13, Virgin Islands Code, the Corporation may enter into contracts
or otherwise transact business with one or more of its directors or officers, or with any firm or
association of
which one or mole of its directors or officers arc members or employees, or with any other corporation
or
association of which one or more of its directors or officers are stockholders, directors, officers, or
employees,
and no such contract or transaction shall be invalidated or in any way affected by the fact that such
director or
directors or officer or officers have or may have interests therein that are or might be adverse to the interests of
the Corporation even though the vote of the director or directors having such adverse interest is necessary to
obligate the Corporation on such contract or transaction, provided that in any such case theifitet of such interest
shall be disclosed or known to the directors or stockholders acting on or in tolerance itir such contract or
transaction. No director or directors or officer or officers having such disclosed or known tidveratinteres
t shall
be liable to the Corporation or to any stockholder or creditor thereof or to any other 'parson. for any lora
incurred by it under or by reason of any such contract or transaction, nor shall any such diem: sit directors or
officer or officers be accountable for any gains or profits realized thereon. The provisions of this Article shall
not be construed to invalidate or in any way affect any contract or transaction that would Otherwise be valid
under law.
myriCI.g XI
(a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the Corporation) by reason of
the fact that he or she is or was a director, officer, employee, or agent of the Corporation. or is or was
serving at the request of the Corporation as a director, officer, employee, or agent of another
corporation. partnership, joint venture, trust, or other enterprise, against expenses (mcluding attorney's
fees). judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her
in connection with such action, suit, or proceeding if
(1) he or she acted
(A) in good faith and
(B) in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation; and
(2) with respect to any criminal action or proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.
4
First Bank
RECOMRS & LEGAI. REOUIREMENTS
'Timm) To or .t IBCI: AND
EX 111 I (PT Orl HE ORIGINAL
Y_GM_00013600
CONFIDENTIAL
CONFI %I III I v I \ 111 Ill
FirstBankPR000763
EFTA_D0I 24243
EFTA01269410
e••••••
‘ ,•—•\
The termination of any action, suit, or proceeding by judgment
order, settlement, conviction, or
upon &plea of nolo contendme or its equivalent, shall not,
of itself, create a presumption that the
person did not act 111 good faith sod in a manner which he or she
reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect
to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a pasty or is threatened
to be made a party
to any threatened, pending, or completed action or suit by or in the right of the
officer, employee, or
agent of the Corporation, or is or was saving at the request of the venture, trust,
or other enterprise
against expenses (including attorney's fees) actually and reasonably bloated
by him or her in
connection with the defense or settlement of such action or suit if he or she acted:
(1) in good faith; and
(2) in a manner he or she seasonably believed to be in or not opposed to the
best interests of the Cosporation.
However, no indemnification shall be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the Corporation unless and only to the extent that the court in which such action
or suit is
brought shall determine upon application that, despite the adjudication of liability but in view
of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity foe such
expenses
which the court shall deem proper.
c,
(c) To the extent that a dieector, officer, employee, or agent of the Corporation has been successful on
the
merits or otherwise in defense of any action, suit, or proceeding referred tic; in4patagraphs (a) and
(b), or in defense of any claim, issue, or matter therin, he or she shall be indemnified 'against expenses
(including attorney? fees) actually and reasonably incurred by him or her incomf&tiodtinamvids.
(d) Any indemnification under subparagraphs (a) and (b) (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that he-ot she had met the
applicable standard of conduct set forth in subparagraphs (a) and (b). Sikh detamination shall be
male
(1) by the board of directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit, or proceeding; or
(2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or
(3) by the stockholders.
(e) Expenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amounts unless it shall ultimately be determined that he or
she is entitled to be indemnified by the Corporation as authorized in this article.
(f) The indemnification provided by this Article shall not be deemed exclusive of any other tights to which
those smiting indemnification may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person who has ceased to be a
3
1 First Bank
RECORDS LEGAL REWA RDISATS
CERTIFIED TO HE TRUE AND
MIT COPY OF THE ORIGINAL
S GM_00013601
CONFIDENTIAL
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director, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and
administrators of such person.
(g) The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is
or was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of
the Corporation its a director, officer, employee, or agent of another
corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against
him or her and incurred by him
or her in any such capacity, or arising nut of his or her status as such,
whether or not the Corporation
would have the power to indemnify him or her against such liability under
the provisions of this
Article.
ARTICLE: an
The Corporation reserves the right to amend, alter or repeal any of the provisions
of these Articles of
Incorporation and to add or insert other provisions authorized by the laws of the Virgin Islands in
the manner
and at the time prescribed by said laws, and all rights at any time conferred upon the Board
of Directors and the
stockholders by these Articles of Incorporation are granted subject to the provisions of this Article.
n
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6
First Bank
REA:OHIO; A LE6:11. RE0171KIMENTS
CERTIFIED TO DE TRUE .1ND
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CONFIDENTIAL
CONFIDFNIL INHIIII FirstBankPR000765
EFTA ({1124245
EFTA01269412
IN WITNESS WHEREOF, we have hereunto subscribed
our names this Zig day of November. 2011.
TERRITORY OF THE UNITED STATES VIRGIN ISLANDS )
DISTRICT OF ST. THOMAS AND ST. JOHN
The foregoing instrument was admossiedged before me this
nu day of Novembn, 2011, by Erika A.
Meths.Is, Gregory'. Ferguson, and Brett Gary.
OMMARE BRYAN
NOTARY PIRESUC HP 069-00
00218E809/282813
8T. THOMAS/ST. JOHN, USVI
7
First Bank
REA:ORDS a LEG:II. MAHAR EHENTS
SRUS11:11 TO RE TRI FANO
FCu 7 I nPY 01THE ORIGINAL
' S Y GM_00013603
CONFIDENTIAL
CONFI O III I I %1II RI.
FirstBankPR000766
EFTA_D0124246
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DATE STAMPED
Consent of Agent for COPY
Service of Process
0
This writing witnessed, that the
undersigned Kellerhals Ferguson LEY
having been
designated by Laurel, hr, as agent of
the said company upon whom service
of process
may be made in all suits arising
against the said company in the
Courts of the Virgin
Islands, do hereby consent to act as
such agent and that service of process
may be made
upon me in accordance with
Tithe 13 of the Virgin Islands Code.
IN WITNESS WIlERR,1F, I have
hereunto set my signature this 21st day of
Noverriber,
2011.
Kelleviuis Ferguson LIT
bed and sw Nocetatta•
to before me this 2l•day ofOdds , 2011.
and for the of the United States Virgin Islands
expires:
GINA MARIE BRYAN
NOTARY PUBLIC NP 069-09
COVIAISMONEXPMES0/42112013
ST. THOMAS/ST. JOHN. USVI
1 First Bank
RECORDS & LEGAI. REONItDIENTS
CERTIFIED TO HE TRUE AND
EVICT 111P1 OF THE ORIGINAL
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BYLAWS
OF
LAUREL,INC.
MCBGLELLSIEIGES
The principal office of Laurel, Inc (the "Corporation' in the 1/5. Virgin
Islands shall be located and
maintained in St. Thomas, US. Virgin Islands, as designated in the Articles of
Incorporation or at such location in the
US. Virgin Islands as may be changed from time to time at the discretion of the
Hoard of Directors. The Corporation
may also maintain an additional office or offices at such other places within
the US. Virgin Islands as the Bond of
Directors may, from time to time, designate_
ARI/CLE • NIESTING OF SHARPE'S)/ 'IMS
Strains, 1- Annual Meetings.
The annual meeting of the shareholders of the Corporation shall be held each
year on the third Wednesday in
December. or on such other date as shall be specified in the notice or executed waiver of notice
thereof and agreed to
by the shareholders. for the purpose of electing directors and transacting such other business
as may properly come
before the meeting. A complete list of all shareholders entitled to vote at annual shareholders meetings
shall be
prepared by the Secretary and made available foe inspection at said meetings.
&se-6cm 2 — Snecial Meeringr
Special meetings of the shareholders may be celled at any tune by the Board of Directors or by the President,
and shall be called by the President or the Secretary at the written request of the holders of a majority of the shares
then outstanding and entitled to vote thereat, or as otherwise required under the provisions of Tide 13 of the Virgin
Islands Code, Sections 1453, as they may be from dine to rime amended.
hag
All meetings of shareholders shall be held in the U.S. Virgin /shock at the principal office of the Corporation.
or at such other places as shall be designated in the notices or warren of notice of such meetings and may be held
teltphonically.
Sertion 4 —Notice of Meetings.
(a) Except as otherwise p by Statute, written notice of each meeting of shareholders, whether annual
or special, stating the time when and place whim his to be held, shall be served either personally or by mail
not lees than ten (10) or more than fifty (50) days before the meeting, upon each shareholder of record
entitled to vote at such meeting, or the shareholder's designated agent, and to any other shareholder to whom
the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or
putpoees Cot which the meeting is called, and shad indicate that it is being issued by, or at the direcuon of, the
person or persons calling the meeting. If, at any meeting, action k proposed to be taken that would, if taken,
entitle shareholders to receive payment for their shares pursuant to the applicable provisions of Virgin Islands
Code, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such
notice shall be directed to each such shareholder at the shareholder's address, as it appears on the records of
the shareholders of the Corporation, unless he or she shall have previously fled with the Secretary of the
Corporation a written request that notices intended for die shareholder be mailed to the shareholdeis' agent
I First Bank
REA:ORDS & LEG:111. RIAUI IIDIENIS
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and/or some other address, in which case, it shall be mailed to the
person and address designated in such
recent
(b) Notice of any meeting need not be given ro any person who
may become a shareholder of record after the
mailing of such notice and prior to the meeting, or to any shareholder
who attends such meeting in person or by
proxy, or to any shareholder who, in person or by proxy, submits a signed waiver
of notice either before or after
such meeting. Notice of any adjoumed meeting of shareholders need not be
given, unless otherwise required by
statute.
(c) Whenever the vote of stockholders at a meeting thereof is required or
permitted to be taken in connection with
any corporate action, by any section of this chapter, the meeting and vote of
stockholders may be
if all of the stockholders who would have been endued to vote upon the action such meeting dispensed with,
if were held, shall
consent in writing to such corporate action being taken.
(d) Whenever any notice whatever is required to be given under the provisions of
this chapter, or under the
provisions of the articles of incorpontion or bylaws of any corporation organized under
the provisions of this
chapter, a waiver thereof in writing, signed by the palm or persons entitled to said notice,
whether before or
after the tine stated in said notice, shall be deemed equivalent thereto.
eection S - Ottorum:
Except as otherwise provided herein, or by the applicable provisions of the Virgin Islands Code,
or in the
Articles of Incorporation (such Articles and any amendments thereof being herein collectively refaced to as
the
"Articles") at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings
in
person or by proxy of any number of shancholdets holding of record a milady of the total number
of shares of the
Corporation then issued and outstanding and entitled to vote shall be necessaty and sufficient to constitute a quorum
for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall
have no effect on the existence of a quorum, arta- aquae= his been established at such mating
Section 6—
(a) Except as otherwise provided by applicable provision of the Virgin Islands Code or by the Artides of
Incorponnon, any corporate xenon to be taken by rote of the shareholders shall be authorized by a majority
of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.
(b) Except as otherwise provided by applicable provision of the Virgin Islands Code or by the Anklet of
Incorporation, at each meeting of shareholders, each bolder of record of stock of the Corpotation entitled to
vote thereat shall be entitled to one vote for each share of stock registered in his or ha name on the books of
the Corporation
(c) Each shareholder entitled to vote or to express <anent or dissent without a meeting may do so by
proxy: provided, however, that the Instniment authorizing such proxy to act shall have been canned in
uniting by the shareholder or the shareholder's attorney in fact thereunto duly authorized in uniting. No
proxy shall be valid after expiation of eleven (11) months from the date of its execution, unless the person
executing same &rats in said proxy that it shall continue in force for a longer period of time. Such
IRSIMMCIIt shall be exhibited to the Secretary at the meeting and shall be filed
with the records of the
Corporation.
(d) Shares registered in the name of another corporation, if entided to be voted, may be voted
by the
President or a proxy appointed by the President of such other corporation, unless some other person has
been appointed to vote such shares pursuant to a by-law or a resolution of the band of directors of such
2
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other curperatiork in which case such person may vote such shares.
Any fiduciary may vote shares registered
in the name of such corporation as such fiduciary, either
in person or by proxy.
(e) Any resolution in writing, signed by a➢ the shareholders entitled
to vote thereon, shall be and constitute
action by such shareholders to the effect therein expressed, with the
same force and effect as if the same had
been duly paned by unanimous vote at a duly called meeting of shareholders of
such resolution so signed and
shall be inserted in the Minute Book of the Corporation under its proper
date.
ARTICIE III - BOARD OF DIRECTORS
5emion 1— Number. Qualification. Election and Terns of Offier
(a) The number of Directon of the Coe cation shall be three (3) unless and until otherwise determined
vote of a majority of the entire ➢oard of Directors. The number Directors by
of shall in no event be less than
duce (3).
(b) Except as may otherwise be provided herein or in the Articles, the members of the Board
of Directon of
the corporation, who need not be shareholders, shall be elected by a majority of the votes
east at a meeting of
sbateholders, by the holders of shales, present in pets« or by proxy, entitled to vote in the
election
(c) Each Director shall hold office until the annual mating of the shareholders next succeeding his
or her
election, and unnl his or her successor it elected and qualified, or unt➢ his or bet prior death, resignation
or
removal.
&atop 2 - Duties and Psiterer
The Board of Directors shall be responsible for the control and management of the affairs, property and
interests of the Corporation, and may exercise a➢ powers of the Corporation, except as are in the Articles or by
applicable provisions of the Virgin Islands Code expressly conferred upon or reserved to the shareholders.
Secdon 3 —Alumni and Reolaw Meetings: Notices;
(a) A regular annual meeting of the Bond of Directors sha➢ be held in mediatdy following the annual
meeting of the shareholders, at a place of such annual meeting of shareholdas.
(b) The Board of Dummy*, from time to time, may provide for the holding of other regular meetings of the
Board of Directors, and any fix the time and place thereof.
(e) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given,
need nor specify the putpose of the meeting; provided, however, that in ease the Board of Directors shall fix
or change the time or place of any regular meeting, notice of such action shall be given to each Director who
shall not have been meson: at the meeting at which such action was taken within the time funit, and in the
manner set forth in paragraph (b), Section 4 of this Artide III, with respect to the special meetings, unless
such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.
Session 4 — Special Meetings: Noticeg:
(a) Special meetings of the Board of DI/C0.011 sea➢ he called by the President or by one of the Directors, at
such time and place as may be specified in the respective notices or waivers of notice thereof
3
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(b) Except as wheedle required by the applicable provisions of
the Virgin Islands Code, notice of special
meetings shall be milled directly to each Threctoe, addressed to the Director at
his or her residence or until
place of business, at lent duce (3) days before the day on which the meeting is
to be held, or shall be sent to
the Director at such place by facsimile or email, or shall be &hatred to him or
her personally or given to him
or her othlly, not later than twenty-four (24) hours before the time at which
the meeting is to be held. A
notice, or waiver of notice, except as required by Section 8 of this Article ill. need not
specify the purpose of
the meeting
(c) Notice of any *pedal meeting shall not be required to be given to any Director who
shall attend such
meeting without protesting the Lack of notice to the Director prior thereto or at its commenCentalt,
or who
wbmits a signed waiver of notice, whether before or after the
meeting, Notice of any adjourned meeting
shall not be requited to be given.
(d) Unless otherwise restricted by the articles of incorporation or bylaws, any action rewired
or permitted to
be taken at any meeting of the board of directors, or of any committee thereof, may be taken without
a
meeting if all members of the board or committee, as the ease may be, consent thereto in writing, and
the
wnting or writings are filed with the minutes of proceedings of the board, or committee.
Section 5— Chaim, 4,"
At all meetings of the Board of Directors, the Chairman of the Bond, if any and if present, shall turside. If
there shill be no Chairman, or if the Chairman shall be absent, then the President shall preside, and in the
Ptesidenes
absence, a Chairman chosen by the Directors shall preside.
Section 6— Chi. omits and Adjournments:
(a) At all meetings of the Board of Directors the plevi.ec of a majority of the entire Board shall be necessary
and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by
the Articles, or by these Bylaws.
(b) A majority of the Directors present at the time and place of any regular or special meeting, although less
than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present
&viols 7 — bfannetof
(a) At all meetings of the Bond of Directors, each Director present shall have one vote, itrespective of the
number of shares of stock, if any, which the Director may hold.
(b) Except as otherwise provided by applicable provisions of the Virgin Island* Code, by the Articles, or by
these Bylaws, the action of a majority of the Directors present at any meeting at which a goon= is present
shall be the act of the Board of Directors. Any action requited or permitted to be taken at any meeting of the
Bond of Directors or any committee thereof, which action is authortred, in writing, by till of the Directors
entitled to vote thereon and filed with the Minutes of the proceedings of the Board or the committee shall be
the act of the Board of Directors or the committee, as the case may be, with the same force and effect as if
the same had been passed by unanimous vote at a duly called meeting of the Board or the committee.
Sosat)=VaRalsE
Any vacancy in the Board of Directors occurring by reason of any increase in the number of Directors, or by
reason of the death, resignation. disqualification, removal (unless a vacancy created by the removal of a Director by
the shareholder(:) shall be filled by the shareholder(s) at the meeting at which the removal was effected) or inability ro
4
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act of any Director, or otherwise, shall be filled
for the unexpired portion of the icon by a
remaining Directors present, though less than majority vote of the
a quorum, at any regular meeting or special
Directors meeting of the Board of
eetion 9 — Resignation-
Any Director may resign at any rinse by giving
written notice to the Board of Directors, the Presiden
Secretary of the Corporation. Unless otherwise specified t or the
in such written notice, such resignation shall
upon receipt thereof by the Board of Diu.- vrs or take effect
such officer, and the acceptance of such resignation
necessary to make it effective shall not be
Section 10 — Removal;
Any Director may be removed with or without
cause at any time by the affirmative vote of thatcher:der®
holding of record in the aggregate at least a majority
of the outstanding shares of the C.orponttion at a special
of the shareholders called for that purpose, and may meeting
be removed for cause by action of the Board.
IrlitalLtSaittln
No stated salary shall be paid to Directors, as such,
for their services, but by resolution of the Bond
Direct= a fired sum and expenses of attendance, if of
any, may be allowed for attendance at each regular
meeting of the Bond; provided, however, that nothing or Tech]
herein contained shall be construed to preclude any
from serving the Corporation in any other capacity Director
and receiving compensation therefor.
Section 12— Contra-tar
(a) No contract or other transaction bra.r.r. this Corpora
tion and any other corporation shall be inferred,
affected or invalidated, nor shall any Director be liable in
any way by mason of the fact that any one or more
of the directors of this Corporation Is or arc intereste
d in, or is a director or officer, or are directors or
officers of such other corporation, provided that
such facts are disclosed or made known to the Board of
Dinctoa.
(b) Any Director, personally or individually, may bee
party to or may be interested in any contract or
transaction of this Corporation, and no Director shall
be liable in any way by mason of such interest,
provided that the fact of such interest be disclose
d or made known to the Board of Director, and provided
that the Board of Directors shall authorize, approve or
ratify such contact or *Amnion by the yore (not
counting the vote of any such Director) of a majority of
a quorum, notwithstanding the presence of any such
Director at the mot*g at which such action is taken.
Such Director or Directors may be counted in
determining the presence of a quorum at such
meeting. This Section shall not be construed to impair or
invalidate or in any way affect any comma or other transacti
on which would othenvise be valid uncle the law
(common, statutory or otherwise applicable) thereto.
Section 13— Committees-
The Bond of Directors, by resolution adopted by a majority
time designate from among its members an executive committ of the entire Board, may from time to time to
ee and such other committees, and alternate member
thereof, as they may dean desirable, each consisting s
of two (2) or more members, with such powers and authority
the CCOZ/kt permitted by law) as may be provided in (to
such resolution. Each such committee shall save at the
of the Board pleasure
5
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ARTICLE IV - OFFICERS
Section 1- Number. Qualification. Election and Term of Office.
(a) The officers of the Consolation shall consist of a President, Secretary, Treasurer,
and such other officers,
including a Onion= of the Board of Directors, and one or more additional
Vice-Presidents, Assistant
Treasurers or Assistant Steretmes, as the Board of Directors may horn time to time
deem advisable.
However, the Company is not required to have officers other than the President, Secretary
and Treasurer.
The President of the Corporation shall be and any other officer may be, a Director of the
Corporation. Any
two offices (but not more than two) other than the offices of Gelman of the Board
or President and
Secretary or Assistant Secretary may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting
of the Boud following the annual meeting of shareholders. The salaries of all officers shall be fixed
by the
Board of Directors.
(C) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding
his
election, and until his or her successor shall have been elected and qualified, or until his or ha
death,
rerignation or removal.
Section 2— Resignation;
Any officer may resign at any time by giving written notice of such resignation to the Board of Directors,
or
to the President or the Sammy of the Corporation. Unless otherwise specified in such written
notice, such
resignation shall toe effect upon receipt thereof by the 'Said of Directors or by such officer, and the
acceptance of
such resignation shall not be necessary to make it effective.
Section R — Removal
Any officer may be removed, either with or without cause. and a successor elected by a majotiry vote of the
Board of Directors at any time.
Section 4 —Vacancies•
A vaancy in any office by tenon of death, resignation, inability to au, disqualification, or any other cause,
may at any time be filled for the unexpired portion of the tam by a majority vote of the Board of Directors.
Section 5 — Duties of Office's;
Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such
powers and duties as generally pertain to their respective offices, as well as such powers and duties as
may be set forth
in these Bylaws, or may from time to time be specifically confessed or imposed by the Bond of Directors.
(a) The President shall be the chief executive officer of the Corporation.
(b) The Vice-President, if any, shall perform the duties as required by the President or the Board of
Directors. Dating any absence or incapacity of the President, the Vice-President shall be the acting chief
executive officer of the Corporation, ramming the duties of the President until the President's resumption of
same or until otherwise directed by the Board of Directors.
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(c) The Treasurer shall have the custody of all books of account and
the finds and securities of the
Corporation. He shall disburse the hinds of the Corporation in payment otiose demands
against the proper
vouchers (or such disbursements. He or she shall render an annual report to the Board of
Director: for the
benefit of shareholders concerning the finances of the C.orpotaion. The Treason= shall perform
such other
duties as are incidental to his or her office and such as are required by the President
or the Board of
Directors. The TTMUM shall hold office at the pleasure of the Board.
(d) The Secretary shall have custody of the seal of the Corporation; shall conduct such correspondence
on
behalf of the Corporation as shall be required by the President and shall diseharge such
additional duties
from time to time as may be required by the President or the Board of Directors. The Secretary
shall issue all
notices requited for the holding of meetings of the Board of Directors and of shareholders; shall
keep
minutes of all meetings of shareholders; shall perform such additional duties as are
incidental to the
Secretary's office; and shall hold office at the pleasure of the Board.
(C) The Assistant Secretaries and the Assistant Treasurers, if any, in general, shall pertain
such duties as
shall be assigned to than by the Secresny or Treasurer, respectively, or by the President or the Board
of
Directors.
Section 6— Sureties and Bondy
In are the Board of DL shall so require, any officer, employee or agent of the Corporation shall
execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors
may direct
conditioned upon the faithful performance of his or her dtmes to the Corporation, including responsibility
for
negligence and for the accounting for all property. funds or securities of the Corporation which may come
into his or
her hands.
Section 7 — Shares of Other Corp/radon%
UST:entre: the Corporation is the holder of shares of any other corporation, any sight or power
of the
Corporation as such share-hot (including the attenelmee, acting and voting at shareholders' meetings and execution
of waivers, consults, proxies or other instruments) may be exercised on behalf of the Corporation by
the President or
such other person as the Board of Directors may authorise.
eartion 8 — Comnensaslon of Offices*:
The officers shall receive such salary or compensation as may be fixed and determined by the Bond of
Directors. Any payments made to an officer of the Corporation such as a misty, commission, bonus, interest, or
rent,
or entertainment :impasse incurred by him or her, which shall be disallowed in whole or in part as a deductible
expense pursuant to the Internal Revenue Code of 1986, as amended, as applicable to the U.S. Virgin Islands, shall
be
reimbursed by such office: of the Corporation to the full extent of such disallownice. It shall be the duty of
the
Directors, as s Board, to enforce payment of etch such amount disallowed. he lieu of payment by the
officer, !abject
to the determination of the directors, proportionate an may be withheld from future compensation payments
until the amount owed to the Corporation has been recovered.
ApajCLE V - SHARES OF STOCK
Ssoisial=C• snifutatosfItack
(8) The certificate; representing shams of the Corporation shall be in such form as shall be adopted by the
Board of Directors, and shall be numbered and registered in the order issued. They shall bear the
holder's
name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President, and
7
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(a) the Secretary or Tressuret, or any Assistant Secretary or Assistant
Treasurer, and shall bear the corporate
seal
(b) No certificate representing shares shall be issued until the full ailment of
consideration therefor has been
paid, except as otherwise permitted by law.
(C) To the extent permitted by law, the Board of Directors may authorize the
issuance of cestificates for
fractions of a share which shall entitle the holder to maniac voting rights, receive dividends
and participate io
liquidating dintibutions, in proportma to the fractional holdings; or it may authorize the payment
in cash of
the fair value of fractions of a sham as of the time when those entitled to receive
such fractions are
detettnineth or it may authorize the issuance, subject to such conditions as may be permitted
by law, of scrip
in registered or barer fonn over the signature of an officer or agent of the Corporation, exchangeable
as
therein provided foe full shares, but such scrip shall not entitle the holder to any rights of a shareholder,
except as therein provided.
Sn4on 2— Last or Destroyed C.reiliesrer
The holder of any certificate representing shares of the Corporation shall immediately notify
the Corporation
of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate
in the
place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production
of such
evidence of loss or destruction as the Bond of Directors in its discretion may respire, the Hoard of
Dimmers may
require the owner of the lost or destroyed certificate, or such owner's legal representatives, give the
to Corporation a
bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to
the Board, to
indeirarn the Co:pomace against any claim, loss, liability or damage it may suffer on account of the
issuance of the
new certificate. Anew certificate may be issued without requiring any such evidence or bond when, in
die judgment
of the Board of Directors, it is props so to do.
Sr:Mon i — Transfer ofShares:
(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the
holder of the record thereof, in person or by his or her duly authorized attorney, upon surrender of the
certificate or certificates representing such shares, with an assignment or power of transfer endorsed theteon
or delivered therewith, duly executed, with such proof of the authenticity of the **arum and of authority to
transfer and of payment of trawler taxes as the Corporation or its agents may require.
(b) The Cotpontion shall be entitled to treat the holder of record of any share
or shares as the absolute
owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other
claim to or interest in, such share or shares on the pan of any other person, whether or not it shall have
express or other notice thereof, except as OtlitIV/iSC expressly provided by law.
(c) No shareholder shall sell, convey, assign or otherwise transfer any of his or ha shares of stock without
first offering the same to the Corporation at the lowest price at which the shareholder is waling to dispose of
the same; and the Corporation shall have thirty (30) days within ninth to accept same the Corporation shall
notify the shareholder of its election in writing. If accepted by the Corporation, the shareholder shall
promptly assign the shares of stock to the Corporation, and the Corporation shall promptly pay therefor. IT
the Corporation rejects the offer, then the shareholder shall offer the stock to the remaining shareholders
under the same terms as offered to the Corporation, and the remaining shareholders shall have thirty (30)
days within which to collectively or individually accept same in writing. If the remaining shareholders reject
the offer, then the shareholder shall have the tight to sell the stock at the same or grata price than that at
which it was offered to the Corporation. if the shareholder shall desire to sell the stock at a lesser price than
that originally quoted to the Corporation, the shareholder most then repeat the process of offering same for
8
1 First Bank
RECORDS A LEGAL RE011R DIENES
CERTIFIED Tts IIE TRUE AND
EXACT COPT OF THE ORIGINAL
S _GM_00013612
CONFIDENTIAL
CONFI t ID I I NATURE
FkatBankPR000775
EFTA_00124255
EFTA01269422
sale to the Corporation and the shareholders in
turn. In no event shall the shareholder sell his or her
loner price than that at which he or she offered stock at
the same to the Corporation. Shares of stock
Corporation shall not be transferred or sold until the in this
sale or transfer shall have been reported to the
Directors and approved by them. Board of
No shareholder did pledge as collateral (or
indebtedness any of his or her shares of stock without
obtaining the writren consent of a majority of first
the disinterested members of the Board of Director
Corporation. s of the
Section 4 — Record Date
In lieu of dozing the share records of the Corporation, the
Board of Directors may fix, in advance, a date not
acceding fifty (El) clays, nor fewer than (10) days, as the record
date foe the determination of shareholders entitled
receive notice of, or to vote at, any meeting of sharehold to
ees, or co consent to any proposal without a meeting, or
the purpose of determining the shareholders entitled to for
receive payment of any dividends, oe allotment of any rights.
or for the purpose of any other action. If no
record date is fixed, the record date for the determination
shareholders entitled to notice of or to vote at a meeting of
of shareholders shall be at the close of business on the day
next preceding die day on which notice is given, or,
if no notice is given, the day on which the meeting is held,
that the record date for determining the digibility of shares except
to be voted on at any demi= for directors, shall be no
fewer than 20 days next preceding such election of
directors: the record date for determining shareholders for any
other purpose shall be at the close of business on the day on
which the resolution of the Directors relating thereto is
adopted. When a determination of shareholders of record
emitted to notice of or to vote at any meeting of
shareholders has been made as provided for herein, such
determination shall apply to any adjournment thereof unless
the Directors fix a new record date for the adjourne
d meeting.
taTICLUELDBILDIEBSI5
Subject to applicable law, dividends may be declared and
paid out of any funds available therefor, as often, in
such amounts, and at such time or tines as the Board of Director
s may determine.
ARTICLE. VII - EYSEAL VP A$
The fiscal year of the Corporation shall be fixed
by the Board of Directors from time to time, subject to
applicable law.
ARTICLE VIII - CORPORATE SEAL
Section 1— Seal:
The Corporate seal shall be in such form as shall be approved
from time to time by the Board of Direction.
The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof
Section 2 - Affixing Seal:
Whenever the Corporation is required m place its corporat seal
e ro a document, it shall be sufficient to meet
the requirements of any law, rule or regulation reining to corporate
a seal to impress, affix or reproduce a facsanile
thereof adjacent to the signature of the authorized officer.
9
1 Rat Bank
RFA/0RIN a LESLIE HIl0EINEM,:XIS
CERIUM:PTO BE A TREE A X II
EXALT COPT OF THE. ORICINAL
S Y_GM_00013613
CONFIDENTIAL
CONFI I to I I NW RI.
FirstBankPR000776
EFTA 00124256
EFTA01269423
ARTICLE IX - AMENDMENT$
Section 1- By harelsolders:
All Bylaws of the Corporation shall be subject to alteration or repeal, and ncw
Bylaws may be mad; by the
affirmative vote of shareholders holding of record in the aggregate at least a
majority of the outstanding shuts
entitled to vote in the election of Directors at any annual or special meeting of shareholders, provided
that the notice
or waiver of notice of such meeting shall have summarized or set forth in full therein the proposed amendment.
eetionlzBy_RizesIgig:
The Beard of Dill:VCRS shall have power to make, adopt or amend Bylaws of the Corporation,
except that
the Board of Director shall have no power effectively to change the quorum for meeting} of shareholders
or of the
Board of Directors, or to effectively change any provisions of the Bylaws with respect to
the removal of directors or
the Filling of vacancies in the Board resulting from removal by the shareholders; provided,
however, that the
shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, emend
or repeal
Bylaws made by the Board of Directors by a majority vote of the shareholders. If any Bylaw regulating
au impending
election of Directors is adopted by the Board of Directots, that effectively amends or repeals a
regulation concerning
the method, notice, quorum necessary or otherwise substantially affecting the mans for conducting
an impending
election of the Bond of Directors, there shall be set forth in the notice of the next meeting of
shareholders for the
election of Directors, the Bylaw so made and adopted together with a concise statement of the changes made.
Any person who was or is a party or is threatened to be made a party to any throat-rod, pending
or
completed action, suit or proceeding. whether civil, criminal, administrative or investigative (other than an action
by
or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee
cc agent
of the Corporation, or is or was serving at the request of the Corporation as s director, officer, employee
or agent of
another corporation, pannership, joint venture, met or other enterprise, may be indemnified by the Corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and
in a
manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, he or she had no reasonable muse to believe hts or her conduct
was
unlawful.
The termination of any action, suit or p. ing by judgment, order, settlement, conviction, or upon • plea
of nolo contendere or its equivalent, shall not, of itself, aerate a presumption that the person did not set in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Any indemnification under die foregoing provisions shall be made by the Corporation only as authorized in
the specific ease upon a determination that indemnification of a director, officer, employee or agent is proper in the
circumstances because he or she had met the applicable standard of conduct set forth above. Such dewarnination
shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who
were not parties
to such action, suit or proceeding; or if such a quorum is not obtainable, or even if obtainable and the quorum of
disinterested Directors so directs, by independent legal counsel in a written opinion, or by the shareholdas.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation
in advance of die final disposition of such action, suit or proceeding as authorized by the Bond of Directors in the
specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such
10
1First Bank
nEcuniks A 1.1i1111. RE1117111IMENTS
CERTIFIED To BE .t MIT AND
TSUI CODY OF THE. 0RICIX.U.
I p
S GM_00013614
CONFIDENTIAL
CONFI I In I I Sill RI.
FirstElankPR000777
EFTA_00124257
EFTA01269424
amounts unless it shill ultimately he determined that he or she is emidel
to be indemnified by the Cotporation as
herein authorized.
The ineknakation herein provided by this Section shall not be deemed exclusive
which those seek* indemnification may be added under any of any other tights to
bylaw, agreement, vote of stockholders or
disinterested Directors a otherwise, both as to action in his or her official capacity and
as to action in another
capacity while holding such office, and shall continue as to a person who
has ceased to be • Director, officer,
employ« of agent and shall inure to the benefit of the heirs, aecutoes and Rebinds:dors
Mauch pion.
The Cos-pontoon may purchase and maintain insurance on behalf of any person
who is a was a director,
officer, employee or agent of the Corporation or is or was serving st the
request of the Corporation as a Director,
Officer, Employee or Agent of another corporation, partnership. joint venture, mist or
other enterprise "dint any
bsbdsty asserted against him and inonsed by him or her m any cud capacity or
arising out of his or her stated as such,
whether or not the Corporation would have the power to indemnify him or her against
such liability under the
provisions above set forth.
For purposes of this Article, references to "the Corporation" shall include, in addition to
co:potation, any constituent coepotation (Including any constituent of a constituent) goodiel the resulting
in a consolidation or
merger winds, if its separate existence had continued, would have had power and
authority to indemnify its ditenton,
officers, and employees or agents, so that any person who is or was a Director,
Officer, Employee or Agent of such
constituent cog:madam or is or was serving at the request of such constituent corporation as a
director, officer,
employee or agent of another corporation, penntainp, joint venture hurt or other enterprise,
shall stand in the same
position under the provisions of this Section with respect to the resulting or surviving corporation as he
or she would
have with respect to such constituent corporation if its separate carom had
continued.
The amount of indemnity to which any officer or Director may be entitled shall be fixed by the Board
of
Din, as, except that in any case where there is no disinterested majority of the Board available, the
amount shall be
fixed by arbitration pursuant to the then existing mks of the AnttliClea Arbitration Association.
Adopted this 21! day of November, 2MI at the meeting of the Incomotarots.
11
1 Furst Bank
RECOMOS & LEGAL I It E1IliVIS
I I:REIFIED TO DE T RI .1N D
F.EXT COPE OF THE. ORICIN.II.
FN S _GM_00013615
CONFIDENTIAL
CONFID til RE
FirstBankPR000778
EFTA_00124258
EFTA01269425
1First Bank Corporate Resolutions For Telephone/
Virgin Islands Telex/Facsimile/Written Instructions
We hereby certify that at a Meeting of the Board of Directors
Laurel. Inc.
A company duly organized and existing under the laws of U.S. Virgin Island
Held at Arnencan Yacht Harbor on the 5 day of Apra 20 12
IT WAS RESOLVED
1. That the company issue in favor of FirstBaok {the -Bank-) a Corporate Avtayxization and Indemnity Agreement For
Telephone/TelextFaosimIleNtritten Instructions in the form required by the Bank, a copy of such form having been
presented to and approved by the Board of Directors
Richard Kahn Treasurer, Jeanne Brennan
0 and /
2. That Jeffrey Epstein President Accountant
Art Mara an0 Coma TRW 0 or "MI Weft Aro caveat m.i
be authorized to execute the said Authorization and Indemnity Agreement in favor of the Bank.
Certified as being a true copy of the Resolution of the Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand as Director/Secretary of the corpctabon this
5 coy of April . 20 12 .
Darren in0Ae. Secretan,
Name ant Tee
Select One
1 Prat Bank
RECORDS A LEGAL REQUIREMENTS
EitTIEIT0 TI) BE .1 TRUE AND
Finia44. WOn use ,* a a thnknol %themPuela0
EttI1 ("HIM OE THE. ORIGINAL
WO-ate-COM
CONFIDEN. mfAt,
S GM 00013616
%II RI.
CONFIDENTIAL FirstBankPR000779
EFTA_00124259
EFTA01269426
1First Bank Corporate Authorization and Indemnity Agreement For
Virgin Islands TelephonefTelmdFacsimile/Written Instructions
1 Authorization. The undersigned hereby requests and authorizes FirStBank (the 'Bank') to accept and act upon any instruchons
rinsing:Done) delivered by telephone a telex or wizen or facamle transmission given or @Pate@ @en by a person a persons
authorized to transact business with the Bank as shown on the corporate easokition or other evidence a advice of authority from time
to time maintained in the records of the Bank.
2. tigLablifyikaank, The tsi4ntoed accepts the risk that instructions may De given by an unauthorized person and agrees that the
Bank war have no liablity or response:day for acting in accordance with any Instructions, whether or not genuine or duly authorized.
The Bank Mal have no liability or responsibility for any misunderstandings arising out of any telephone Instructions.
3. eartiritv Procedures. The security procedure agreed upon for vatting the authenticity of Instructions is a cal back to any of the
}Wowing in:kidders, whether or not such indMdual has initiated any such transfer. (The Bank rec0rntnendS that the persons
designated below snood nor be persons who generally issue Instructions. Whenever Possible, the Bank WA endeavor to call
someone other than the issuer of the instructions)
Name and Title Telephone Number
(InCJUde COuntry!Anra Code)
Jeffrey Epstein, President
Richard Kahn, Treasurer
Joanne Brennan, Accountant
Alternatively. at the Bank's option, the call back may be made to any person designated on the signature cards a any other account
documentation on file with the Bank for the underSigneir$ accounts as authorized to issue Instructions or otherwise transact business
on such account.
In addition to can back, the parties agree that for Instructions received by Warn* transmission, or in writing, the Bank will determine
whether the Instructions purport to bear the signature of any Individual who is designated on the current signature cards or otter account
documentation on file with the Bank for the undersigned's account(s) as authorized to Ssue Instructions or °mews° transact business on
such accounts.
The security procedures and other terms specified m this Agreement also apply to amendments and canceaations of Instructions It is
understood that these security procedures are designed to verify the authenticity, and not the oafrectnosE of Instructions.
The Bank may. at its option, record (electronic-31y a otherwise) any call back made pursuant to this Agreement, any Instructions or
other wistruetent given by telephone and any other telephone discussions relabng to Instructions.
The undersigned agrees that its rights and duties and those of the Bank hereunder shall be governed by the terms of the Bank's Account
Terms and Condibons (as may be amended from time to time) appleable to the undersigneifs accounts at the Bank. The undersigned
agrees that the security procedures set lath herein constitute a oannteroay reascrabie method of providing security Karst
unauthorized Instructions. The undersigned agrees to be tout by any Instruction, whether a rot authorized. *UM In the undersigned's
name and accepted by the Bank in compliance with the security procedure set forth herein and the undersigned agrees to indemnify and
hold the Bank harmless from any loss suffered or Lability incurred by the Bank in. or arising from the Barks execution of Instructions
believed by the Bank in good faith to have been given signed in the case of any facsimile transmission) by a person authorized as
provided above. provided the Bank has complied with such sepal" prooeckre.
4. Dank lyayipecfneSS, It is understood that the Bank shall have no obigation to execute any Instruction @less and until such
Instruction is verified in accordance with the security procedures set forth herein, and the ucdcrsbncd wJl indornriN and hold the
Bank hankies from any loss suffered a lability incurred by the Bank in refraining from processing an Instruction after all reasonable
efforts to verify such Instnictica in accordance with this agreement have failed ce in de:ay.ng the execution of an Instruction unlit such
verification is obtained. Upon notice to the undersigned, the Bank may also, at its option. refuse to execute any Instnicttn cc part
thereof for any other reason without incurring any reSpaisthily for any loss. lability or expense arisng all ot such refusal.
5. Indemni'v The undersigned agrees to indemnity the Bank, it's affiGates, subsiCraries and thee directors, officers, representatives
and agents on demand for al losses, clams. damages or expenses (including legs/ lees and disbursements) which rt a any of
them may suffer a incur in CCOnection with this Agreement. including, but not limited to. acting or refusing to act on any
Telephone or Telex a Facsimile a Written Instruction, whether or not genuine a duty authorized.
6. Our continued issuance of Transfer Instructions following our receipt. execution and return of this letter to the bank will constitute
our agreement to the sectrity procedures and other terms specified herein.
Account Holders: Laurel, Inc.
Corporate Name
Signature(
Bank
AI. HEM' I HEHEN I S
ame(s) and Titirs(s)
CERTIFIED T11 RE TRUE INII
EXACT ('OPT OF THE ORM XII.
rattan. Wr Lidtra is a Cintsoi ofFrier*Pump Rico
1 GM_00013617
CONFIDENTIAL
CONFI I in t11 RE
FirstBankPR000780
EFTA 110124260
EFTA01269427
1First Bank
Corporate Resolution
Wpm Ward,
I. the undersigned Secretary, hereby certify to FirstBank. that at a meeting of the Board of Directors of Laurel, Inc.
('Corporation')
a corporation organized and most* under the laws of U.S. Vinqin Islands
duly eared and duty held on the 5 day of April . 2012 the frAkming Resolutions were duly adopted, and that the
said Resolutions have Wien entered upon the reveal' minute books of the Corporation, are in accordance with the By-Laws and are now in fult
force and effect.
RESOLVED:
1. The Officers of Corporation, or any one or more of tern, are hereby authorized to open a bank account or accounts from time to time with
FirstBank and its subsidiaries and affiliates (each being hereinafter referred to as 'Bane) for and in the name of Corporation with such title
or tales as he or they may designate.
The President, Secretary
alaCS by ice petertstephontiat es. Preis:art meat adackener rot
of Corporation. signing singly
(fie noose d signing in oda* est. on*. any ve. etc,
and their successors and any other perSOn hereinafter authorized by any means to sign on behalf of Corporation ("Authorized
Person(sy)
are hereby authorized to sign, by hand or by facsimile (indozfireb but not Ignited to. computer generated) signature(s). checks. drafts.
acceptances and other instruments (hereinafter each collectively referred to as ltenits1). Notwithstanding the above, any Authorized
Person is authorized singly to: (1) Mate Automated Clearing House ("ACW) debits without a signature: (2) Male payments by use of
Depository Transfer Checks ('OTC") without a signature other than the name of Corporaton periled on the DTC: or (3) give instructions, by
means other than the signing of an Item. with respect to any account transaction. mending. but not limited to, the payment transfer or
withdrawal at by wire, computer or other electronic means. or otherwise, or of money. credits. items or property at any time held by
Bank for account of Corporation (Instructions").
3. Bank is hereby authorized to honor and pay Items, whether signed by hand or by facsimile (including, but not limited to. computer
generated) signature(s) if the actual or purported facsimile signatures(s), regardless of how or by /Morn affixed. resembles the specimens
filed with Bank by Corporation and othee orders. DTCs. ACHs. and Instructions, given singly by any Authorized Person. Bank is further
authorized to honor and pay DTCs, ACHs. Instructions, and other orders given singly by any Authorized Person. including such as may
bring about or increase an overdraft and such as may be payable to or for the benefit of any Authorized Parsec or other Officer or
employee Individually, without inquiry as to the cirdumstanceS of the' ssuance or the disposition of the proceeds thereof and without limit as
to amount.
4. Bank is hereby authorized to accept for dePosit, for nett, or for collection, or otherWLSO. Items endorsed by any person or by stamp or
other impression in the nwrie of Corporation without inquiry ea to the circumstances of the endorsement or any lack of endorsement or the
deposition of to proceeds.
5. The President
Inicebtay Tn personisjavisatZt4 to aced teens. Adverces et.. sp.. Prescent Inze Pretedent. rnewrer. ere I
of Corporation, signing sinoy
(inciolte kw notes. etc ere ts te aro. e.g.. liners ivy tat et)
am hereby authorized to effect loans and advances and obtain credit at any time for Corporation from Bank (and guarantee on beealf of
Corporation the obleaticns of others to Bank), secured or unsecured, and for such loans and advances and teach and guarantees to
make, execute and delver promissory notes arid other written obligations or evidence of indebtedness of Corporation. applications for
letters of Credrt. Instruments of guarantee and indemnify and any agreements or undertakings. general or specific, with respect to any of
the foregoing, and as security for the payment of loans. advances. Lndebtedness. guarantees and liabilities of. or Credit given to.
Corporation or others to pledge, hypothecate, mortgage, assign. transfer. grant liens and security interests in, give rights with respect to.
endorse and deriver property of any description. real or personal. and any interest therein and evidence of any thereof at any time held by
Corporation, and to execute mortgages, deeds of trust, security agreements. instruments of transfer. assignment or pledge. powers of
attorney and other agreements or instruments which may be necessary or desirable in connection therewith: and Es5o to sell to, or discount
with Bank. commercial paper. bats receivable, accounts receivable, stocks, bonds or any other sea:tees or property at any lime held by
Corp:aeon, and to that end to enclose. assign, transfer and deliver the same; to execute and deliver instruments or agreements of
subordination and assignment satisfactory to Bank and also to give any orders or consents for the delivery, sale. exchange or other
disposition of any property or interest thiamin or evidence thereof belonging to Corporation and at any time in the hands of Bank. whether
as collateral or otherwise; and to execute and deliver such other agreements. instruments and documents and to do such other acts and
things as may be necessary or desirable or required by Bank in connection with any of the foregoing and Bank is hereby authorized to
hence. accept and execute any of the transactions described above.
6. All loans. discounts and advances heretofore obtained on behalf of Corporation and all notes and other obligations or evidences thereof of
Corporation held by Bank are hereby approved, ratified, and confirmed.
7. Corporation does hereby give to Bark a continuing hen for the amount of any and all liabilities and ottgations of Corporator) to Bank and
claims of ovary nature and description of Bank against Corporation, whether now misting or hereafter Marred. origingy contracted with
Sank andet with another or others and now or hereafter owing to or acquired in any matter by Bank. weather contracted by Corporation
alone or pinly andror severally with another or others. absolute or contingent. secured or unseated. matured or unmatured upon any and
all moneys. securities and any and all other property of Corporation and the proceeds thereof, now or hereafter actually or constructively
held or received by or in transit In any matter to or from Bank, its correspondents or agents from or for Corporaton, whether for
safekeeping. custody, pledge. Vansmtssion. collemon or otherwise Calling into the possession of Bank in any way. Bank shall also nave a
right 01 set of for the amount of the obligations, and Bank may at any time or Imes and without notice apply Corporation's deposits
(general Cr spools). Corporation's credits with Bank, or Corporation's claims against Bank. or any parts thereof, to such obligations and in
such amounts as Bank may elect. athough said obigations may be contingent or unmatured and whether any collateral therefore is
deemed adequate or not
8. In case of conflict/1g claims or disputes. or doubt on Bank's part as to the validity, extent. • pelt° CASE Jf Ery of ti n
authorities herein contained Bank may but need not recognize nor give any effect to any :tea.; erw en
purporting to cancel, restrict or change any of said authorities, or the exercise thereof. - Bark e, t.y u.w juOy men!
decree or order of a court baying jure/Neter-I or the subject matter and of the parties to such ititiVitinkirrigthill Illt DIE:tit%
CElltIrlI:II To HI: t tall: TN D
Ilk 111 i all' IMICIN.U.
Anther* roe Wets n e 1>enOlotFrsraan& Peer Red SDNY_GM_00013618
CONFI
e‘t.Susicesot
CONFIDENTIAL FirstBankPR000781
EFTA_00124261
EFTA01269428
"Th
9. Corporation agrees to be bound by the Terms and Conditions for Business
Accounts and Services. as well as any signature card, deposit
ticket, checkbook passbook, statement of account. receipt instrument.
document or other agreements, such as. but not limited to. funds
transfer agreements, delivered or made oval/J[4e to Corporation horn Bank and by ail
account of Corporation is maintained. in each case with the same effect as notices posted al the office of Bank at which the
if each and every teen thereof were set forth in full harem and
made a part hereof.
10. The Officers of Corporation or any one or more of them are hereby authorized
to act for Corporation in all other matters and transactions
relating to any of its business with Bank including, but not limited to, the execution
and delivery of any agreements or contracts necessary
to effect the foregoing Resolutions.
11. Bank is hereby released from any liability and shall be indemnified against
any loss, liability or expense arising from honoring any of these
Resolutions.
12. Subject to paragraph 8 above. each of the foregoing Resolutions
and the authority thereby conferred shall remain in full force and effect
until withal notice of revocation or modflcation by presentation of new Corporate
Resolutions and signature cards shall be received by
Bank; provided that such notion shaft not be effective with respect to any exercise ci said
authorities until Bank Mal have had a reasonable
opportunity lo act thoreca and in no event prior to the receipt thereof nor with
respect to any checks or other instruments. for the payment
of money or the withdrawal of funds dated on or poor to the date of such notice, but presented
to Bank after the receipt of such notice. The
Secretary or any Assistant Secretary or any other Officer of Corporation is hereby
authorized and directed to certify, under the seal of
Corporation or not. but with like effect in the later case, to Sank the foregoing Resolutions.
the names of the Officers and other
nopresentatres of Corporation and any changes from time to time In the said Officers
and representatives and specimens of their
respective signatures. Bank may conclusively assume that persons at any time certified
to it to be Officers or other representatives of
Corporation continue as such until receipt by Bank of written notice to the contrary.
I FURTHER CERTIFY that the persons herein designated as Officers ci Corporation
have been duly elected to and now hold the offices in
Corporation set opposite the' respective narrcs and that me following are the authentic,
the named signatories who are rot Corporate Officers. to wit' official Signatures of the said respective Officers and of
Name (Initerniten or Printed)
Sea nature
Jeffrey Epstein President
Vice President
Darren Indyke Secretary
Rich Kahn Treasurer
IN WITNESS WHEREOF. I have hereunto set my hand as Secretary and affixed the seal of the said Corporation this
/, day of
_DaQ,
Toe
AFFIX
(CORPORATE SEAL)
HERE
• Note: In case the Secretary is authorized to sign by the above Resolutions, this certificate should be attested by a second Officer of
Corporation.
Bank
RECOIRDS A LEGAL HEW'I IIEMENTS
CERTIFIED TO HE .1 TRU E .1N le
EXACT COPY OF THE ORICIN.U.
I 7
CONFIDFNTtAsi,m,„„
S Y_GM_00013619
CONFIDENTIAL FirstBankPR000782
EFTA 00124262
EFTA01269429
e 'S
Command ---> RMCB 04/02/19
Action I CUSTOMER REMARKS 10:18:40
LAUREL, INC 66-0776877 Cust Init7 N
Remarks
Add Employee Add Date Expiration Employee Expiration. Date
CERTIFICACION BENEFICIAL OWNER RECIBIDO DE LA CUENTA 7211096827
00253 02/26/2019 00/00/0000
PF2-Bkwd PF6-CustRel FF9- SesSetUp ?F13-RemPwd PF15-Cust PF20-CustName
PF5-AcctRel P78-CustAddr PF11-CustSvc ?F14-RemBkwd FF19-Top PF21-LstMaint
RMPCC8S1 RM3004 I: LAST PAGE LAST
1Riot Bank
RI I ORIN II II Iltl SP.,
EHTIFIEDPI BE
G\.11 'I EOM' 01 11HE IMICIN.U.
\); S _GM_00013620
CONFIDENTIAL
CONFI .10 I N111111
FirstBankPR000783
EFTA 00124263
EFTA01269430
Command ---> RMRC 04/02/19
Action I CUSTOMER-TO-CUSTOMER RELATIONSHIP 10:18:43
LAUREL, INC 66-0776877
Rel Code Name and Address HIERARCHY
TIN Telephone Number H/I Categories Percent
BUS LAUREL, INC H Y N 100
6100 RED HOOK QTR B3 ST THOMAS VI 008
ACE JEFFREY E EPSTEIN
QTRS STE B3 ST THOMAS VI
PF1-Fwd PFS-AcctRel PF8-CustAddr PF11-CustSvc P116-Bal PF21-LstMaint
812-Bkwd PF6-Cur,Rel PF9-SesSetUp PF15-Cust P120-CustNamo
RMPCRCS1 RM3004 :: LAST PAGE LAST
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CONFIDFNTIAL„,„,
S Y_GM_00013621
CONFIDENTIAL FirstEankPRO00784
EFTA ((1124264
EFTA01269431
CERTIFICATION OF BENEFICIAL OWNER(S)
The information contained in this Certification Is soughtpursuant to Section
1020.230 of Title 31 of
the United States Code ofFederal Regulations (31 CFR 1020.230).
r
oom int
Person opening an account on behalf of a legal entity must provide the following
Infonnadon:
1. First Name and title of Natural Person Opening Account 2. Last Name I 3. Middle Initial
JEFFREY EPSTEIN
4. Name and type of Legal Entity for Which the Account Is Being Opened
LAUREL, INC.
4a. Legal Entity Address lb. City 4c. State 4d. ZWJPostal Code
6100 Red Hook Quarter B3 St. Thomas USVI 00802
SECTION I
(Thaw addeonalinckvicluals. seepage 3)
Please peered/the following information for an individuate). l any. who. directly or indirectly,
through any titaTtift arrangement,
understanding, relationship. or otherwise owns 20% or more of the equity interest oldie
Legal entity titled above.
Check here 0 It no individual meets this definition and complete Section a.
& First Name & Last Name 7. MA I S. Date of Birth
Jeffrey Epstein
_ E I 01120/1953
9. Address 10. City 11. State 12. ZIPMostal Code
6100 Red Hook Quarter 83 St. Thomas USVI 00802
15. Identification Number (SSMPassoortotentiarorriewmaw
13. Country 14. fiSN S. Possonso MonoU.S.Pontn0 meter)
USA
15a. State 0 Issuance: MM. Country of Issuance: 1& Ownership %
USA USA 100
Ea: An hey dot mason number, Non-U.S. Parsons may So pr0vkl•• Saxe Seemly Melbas en sten Werntfocohon east numbv
or notate
and axonby a' imams 0 wry other gomomoneroMmual document orotaancing nationally or trance and tomemg ploologroph
a Or amt.
saleguart
SECTION II
Please provide the following nfomtation for an individual with semifinal* resoOnsibed for
managing cc diroding the entity, including, an
executive officer or senior manager (e.g., Chid Executive Officer. Chief Financial Officer. Chief Operating Officer. Managing Member,
General Partner. President. Vice President. Treasurer), or My other individual who regularly parhXma endear
furetions.
17. First Name M. Last Name 19„ M.L 20. Date or Birth
Jeffrey Epstein 01/20/1953
E
21. Address 22. City 23. state 24. ZIP/Postal Code
6100 Red Hook Quarter 83 St. Thomas USVI 00802
26. SSN SSN tuS Pest Abs.U.S.Pancns) 27. Identificatkin (fair Passport hinter oroMorihnly
25. Country
USA
27.. State of Issuance: 27b. County ofIssuance:
USA USA
ISta: Inked ces pompon number, Non-U.S Potacns may use prOsida Soclih Sleet, Number. an Om ldotekation
eard number. Of number
and courtly or issuance of any other boron monotssuact document ostAttoplig owalbtraky or rooklents and basing • phcioyaph or raw
st4 lomed.
I. JEFFREY E EEC (name of, by rectify, to the best of my knowledge, that the
Information pr tied herein is tr above mentioned information CtLil REVS [ :WOO to provide the
financial instils OR written nod&
&swam Dale 1.SX4/4
NtiNC•16 IS.04 Ice
P,c<2 O. 5
First Bank
RECORDS A LEGAL REIN' I R EMENTS
t Lamm) TO HE .1I RUE SNP
ET UT TOPS OF THE ORIGINAL
S _GM_00013622
CONFIDENTIAL
CONFI It
I III I I %tit RI.
FirstBankPR000785
EFTA_00124265
EFTA01269432