EFTA01269354

Command ---> RMCS 04/02/19 Action I CUSTOMER REMARKS 10:20:09 CYPRESS, INC 66-0776879 Cust Init? N Remarks Add Employee Add Date Expiration Employee Expiration Date CERTIFICACION BENEFICIAL OWNER RECIBIDO DE LA CUENTA7211096816 00253 02/26/2019 00/00/0000 PF2-Bkwd 2F6-CustRel PF9- SesSetUp PF13-RemFwd PF15-Cust PF20-CustName PF5-AcctRel PF8-CustAddr PF11-CustSvc PF14-RemBkwd PF19-Top PF21-LstMaint RMPCC8S1 RM3004 I: LAST PAGE LAST SONY_GM_0003544 CONFIDENTIAL CONFIDENTIAL FMBankPRO00707 EFTA 00124187 EFTA01269354 CERTIFICATION OF BENEFICIAL OWNER(S) The information contained in this Certification is sought pursuant to Section 1020.230 of Title 31of the United States Code of FederalRegulations (31 CFR 1020230). Aceelant Person opening en account on behalf of a legal entity must provide the following InfOrmationt 7211096616 1. First Name and tado of Natural Person OpeningMcourd 2. Last Name Middle Neal JEFFREY EPSTEIN E 4 Name and type of LagS Entity for Which if.. Aecownt Is Being Opened CYPRESS, INC. 4a. Legal Entity Address 40. city 4o. State 4d. ZIPIPostal Coda 6100 Red Hook Ouster B3 St. Thomas USVI 00802 SECTION I fro add /41000nelhxhiduals, seepage 3) Mate (=vide the fokronno information 'or an indMdual(s). If any. who, directly or indlrOctty, through any contract arrangement underStaiding. rellestriship. or otheruiso own fl or MIND of the equity Interests of the logal entity kited above. Check has ❑ if no Individual meets this definition and conplists Section IL 5. First Mane IL Last Name 7. Mi. 1 S. Date of Birth Jeffrey Epstein E S. Address 10. City 11. Stine 12. ZIP/Postal Code 6100 Red Hook Quarter 83 St Thomas USVI 00802 15. Identification Number MK PassportNeintercreter shake 13. Country 1 14. SSN (us Pmenvuon-o 2 Pearno rewerctron Anted USA lie. State of Issuance: 150. Cou o nuance: 18 Ownership % USA USA 100 fgar to Mau of • pimp,'" reurar. NNW& Persons may also prone* a Sect Socunty rarest an enSn icienotcabon cam nuniton anent*, and 'reunify lean* darn' ether government-Issued clescumfl evidencing nancnaety w teexlence and beefing a pnolopespe or the eloper, SECTION II Please provide the folloWng infaimatays for an nthidual with simile:ant rentichisibilitv for managing or directng the entity. including, en executhre officer or senior manager (e.g., Chief Exeadiyo Officer, Chief Financial Officer. Chief Operating (ricer. Managing winter. Genital Partner. President Vice President. Treasured: or Any other individual who regulany performs senior functions. 17. Fret None Jeffrey 18. Last Name Epstetn 119.E Oa L I sit 21. Address 22. City 23. Stage 24, EP/Postal Code 6100 Red Hook Ouster B3 St Thomas USVI 00802 26. ESN Sig (US.PeeseneltlenitS Ann) 27. Identification Mal,Pesapartearnarrordharardir 25. County USA 275. State of Issuance: 270. Country of Issuance: USA USA lig= a Sou as passport mantel hon.0 s. Persons may also pan* a Sone Security Number, an Wien iclortalcatisn cod number. or number and coney of issuance of any Olney govenvneneiesued nommen: erten:Mg nacionaly r rend nee one tearing • prefic(flph a renew santeueed. 1, JEFFREY TTSTELS (name °hymn aceetud).hereby certify, to the best of my knowledge, that the information pro in is true erred. If am of the atm e mentioned information changes I agree to provide the financial l don twin such changn. Dote: coa.Lk Lactic OeXDOEYITI)—• Past its SDNY_GM_00013545 CONFIDENTIAL CONFIDENTIAL FirstBankPR000708 EFTA_00124188 EFTA01269355 . , 1 First Bank Name and Address M Intenance Form (RM) Entered by: Branch: Waterfront-Platinum Banking Customer Name: Cypress Inc ❑ TBA el All Records 2/26/2019 O The Customer Relationship Maintenance to: O The Following Accounts: 0 Credit Card Account Number: Account: Account Account Account Account Account Account. Account Account _ Instructions: P ease complacalytheiseaon where the intuntenanCeignterRIG • NAMERLIGIAL TITLE MAINTENANCE Actual Name: Jeffrey E Epstesn New Name: New Legal Title: BENEFICIARY OWNER RELATION cassava PERCENTAGE OF OWNENSIIIBOINFIP SCREEN Authorized Signer who is a Beneficial Owner 0 •A -B Authorized Signs who d a Beneficial Owner and has significant response:Ay ACB s' Indanduel '*O is a Beneficial Owner ❑ n BEE % Individual who is a Beneficial Owner and has signtant responsibility ❑ -OCT % Authorized Signer with &railcard rostcnsibility for managing tho logal entity (Control Prong) on AC Indvioual who has significant responsibility for managing the legal entity (Control Prong) ❑n CRL • JWORESSrTELEPHITHEIINIITENANCE Addresst: Also Residential Address? Address?: 0 Yes ❑ No Cllr State: Zip Code: Nome Phone: Work Phone: Extension: Alt Phone Cellular Alternate Phone: Type: Phone: 0 Do Not Call E-mail Address: 0 Do Not Email rAMAINIErPRomLE Citizen: Social Security: Bath Date: Primal), ID: ID Number. Gender Secondary ID: ID Number: OfflEmployee: Employer: Employee Since: Address: City: _ Slate: Zip Code: _ Employer Phone: Annual Gross: Employment Statue: NAICS CODE (if k signawro lC A -- Customer Siganure NNW-0143O6ln SONY_GM_00013546 CONFIDENTIAL CONFIDENTIAL rlrM6ankPR0007o9 EFI'A_0012.4189 EFTA01269356 Account Type: — Account Number: Sign.Req. Date: eszt-tx-cuve.Axs 4 Address: c-Karbiss 13 1 5In1Q Tel: clan 4reca 4::&L.,tectitA%-3 ,Onsmao U.. 0013Z. Name: Cypress, Inc. : Name: Darren Indyke t SSN: ID 1 .)a-AiLZ.A No Name: S : ID TYPe: No: Name: SSW: ID Type: I/We mon MICh0.4Cdtt bran No: ths Ppm: Account Astwereet, the MeiVed Ma Preparedbanaksher....-45— Bauccp Informatla, shas awl Princy Authorized by Pcfecy. and the product rats ad An Account Type: Account N r: Sign. Req. H tbaco treiW eilg: sim A l). ...,.....,.„,,,,,, , ,s. :ty s., Name: Cypress, Inc. ,g1.07220a E1N Name: y Epstein SSN ID Type: Name: SSN: ID Type: No: Name: SSN: ID Type: No: th. Me bertby acbtoCraige hmnit =at Deposzt Acme& Ara'. Um rug Brag imfamth,y. shant4u4 Firm" prepared br„.... kmujallia Authorizedbaluz sr :‘ k.asc.),A li Pdxy. Awl the prated am and fax SDNY_GM_000135.47 CONFIDENTIAL CONFIDENTIAL FirstBankPR000710 EFTA_00124190 EFTA01269357 "11 1 First Bank Customer Due Chrigence for Business - Entities Existing nt Number Business or Enufy name: Employer Ichwinficatlen or Socaai Security Number -Cypiwarlee. 66-0776879 I —BAName (if G apeli4 -- Soda Seerrity Number (8 applicable): Physical Address: Mating Address: Red Hook Quarter 83 6100 Red Hook Quarter 83 St. 'thorns V! 00802 St. Thorned. USVI 00$02 amines, Phone. 340.775-2525 Far. Email: Type of Business Hold no Conm. Not dal® Sue. NAICS: 561110 Annual Sales: rI Date Established: 11/22/2011 Number ot Employees: 0 Webs.of Offical: 1 O DBA 0 Cormation O *soca COrlmslemn O Padres)* O Oeuvre:sent Agency O llne1COnorated Assodaton or Only O United USA' Catcall' Type of entity O Cite O Certificate of Deposit Ei CISettkina O Saving O Loan 00ther, specify O Pero, 51Cy:atone altust O Pubic Funds OATM Macnine scow O Tramper Fifth toady Trines:den Tnnsad Ions O 1-10 El 11.20 O 21 Orman. Pa Total Amount O si -{6900 O $5.001 • $25,000 0 525.0010 more. I O Cesh O Payroll ®account Twisters El ACH 0 Made O POS nano:action Tv* 0 Electonic Tire*. O Other: _ Transactions O 1.10 El 11 -20 O 21 Or mere. ToadMown O i1•36900 O ss4oi -320.000 0 515.C.51 amore. Trsnsacaon nen O Cosh O Petree 181 AccowitTnInnis E1 ACH EI Oack. ❑ POS O Becket Twisters O Other: CIInlemstkmal Tiansactkas -Mrs Transfers ("\\(:\--.. O IlICOding Tanners O Outaoino Transkei O Oaely O MOP O WOW O Nay O Weeny O Monthly. Transactions 0 7.10 0 11 -20 O 21 • 50 O 51 or ma Tiantactioas 0 1.10 O 11-20 O 21-50 O 51 or moms. Toni AMOINII 0 it . same O saw _sant* O wpm o mem TotalAmount 0 Ss •mow O $23,001 - ICC.= 0000.0010 ea Countries Countries I - ilea' Depot." and Oi:gmn ol F;jc, is VOW Devoe& 91.300.00._ Orkpla °firms: che& Saeinn' depose 4 greeter Man 5500.000. indicathe source of mien, re elpc.sAticpbciri • all NM )•• SO a\ e3 cr. c(sa beca'Athe cart estif96at Mktg(Ws =San • me10 *smolt bi one li e Ci.9" foci CneoUa• Gotincil Fon or &Ott Conte., as bir Rom . Has snow .7. E. 0d " yet VW a.thrZea, fan b 5034rolinetDoctezred.S.SA phtstn *snot it A. Is the NAICS seloaml mgr roil B. Does en Wens:se have a prime ATM maim on see/ C. la the Manna a romvon organization? D. Is the buttress a Mittel eareMitbbe or 0413.0aliOn? E Is the business misted ban once cis/mar tlemErnmed? Indate t" type a folittOMMID in k l iaris cie .ress t ed esPvtan relittO to lerret V r y F Name of the Representative who attended your call: Resew,* to Employer Identification or Social Security: Year:_ 0d Response on Industry Behavior: P Account Openi I _aQiiv e 1 Approved ____9 44.0ca_ /7 I/ ;g ar c°^flenee, d seelicelile: i—d•Pritkia.c.lcusackt la- tfl03-1107,1111 SO NY_GM_00013548 CONFIDENTIAL CONFIDENTI8L R00071 , EFTA_00124191 EFTA01269358 Bank Customer Due Diligence Business Accounts virgin Islands Account Title (*Depositor): CYPRESS. INC Account Number: S.S ;TIR'El Physical Address: RED HOOK OTR B3 Mailing Address: 6100 RED HOCK OTR 83 ST THOMAS. VI 00802-0000 ST THOMAS. VI 00802-0000 Business Telephone I MOOT/75-2525 Business It I ImemetrYiebsne Address: Line cf Busiress: Office Administrative Se NAICS Code: 581110 Date Establiehted: 11122/2011 Annual Sags: $0.00 NM% of Offices/Brandies: 1 NOr. of Employees: 1 ritgroggwastmo Own O Lease MijitingekO Advertisement OCurrentalont 00ther Contact Person Nan» $ Tide - Contact Pew= TSeDtone 2 Account T • O Sore Proprietorship O Partnership O COrporadon ONon-PnAt O LLP DLit M Other COM 7 Cernmereili Cycling O Arwood 00 O Corr:neva Statement Sy Commercial Peitsbook Sayings p Cameras 08* Checkim • Gmern-ront Chmidna DI Arranged OD Offtivore (Bali O Anange0 CO DIM 8 Cara DIM Statement SV Correnercial /Aaximarer SV Government Passbook Saito Cantors CI Deposit O Cammerrat Checking 1CLTA CI Government Slammed SV O Correneroal 084 &tamer SV O DON': COMMERCIAL CHECK A . anal, .n 1. each aulh . • Authorized Shiner Name: JEFFREY EPSTEIN OMlaratibilMbli Physical (Home) Address: LITTLE ST JAMES ISLAN7) Occupation. FINANCIAL CONSULTANT Personal Malting Address: 8100 RED HOOK OTRS STE 83 ST THOMAS. VI 00802.0000 ST THOMAS. VI 00802-1348 8odYjBC Dates • Placoot girth: I Citizen of: US . ; Business Tarawa, . motels number: Email brine& , I (34017752523 JEBREMeSATTOL v pnolo i . Wen cols PASS' td [L] '' . .',...L._.1.::: :1 - . expilia In YES — OFAC/PLC O fatilININSIMINIMM O YesO NO. explain why: O WOW #409014,94C/Me 4. Account A roomer:I Acce •lance and Tax a i The Deporteor hereby tarries that Firsalank has teen designated ass depossory of the capon°.and Mat It KS! reviewed lee iriormedon cotaladnetl in vas Client Wormed Sheet (XYC) arc finds ri accurate on tris am. The Depositor has rented and saes to the Teems and Fanwoerle for Ccrenerdal Accoses and Rates and Fires Schedule arrettry in tact and as clam be amended for me mite of a nt and senates it has selected. UMW Wane* of Wier. !he Depositor relines that (1) The runter slow on role torn, is Me correct tax klerifiecaton nuaber and (2) mat are Depowtoo is not sidereal° timbre Menrcldre eter braes: (Mitres not been meal by IN Inicimil Revenue SINGS (iRS) that It a *Asti to withodwg marmot of failure to report all rderest cc dMdentle. or fral dud Me IRS has nailed me Depositor that it h no angel' yoga to backup winhodirg rat it Is Barnet from backup Artnelarg. (3) Its Delscalti d a U.S emity. (Goa Out subpart Val if it is not true. N Statement 3 is not true. cross out and complete an apprepliste Rem V&S) The Internal Revenue Service does not require your consent to any provision of this document other than the Certification required to avoid I backup withholding. Date n 5. Initial De Sit •unt $1.000.00 T• CHECKS rinenLyie • toorei • :: • • Do tau ifir!ill to C÷,-.Sit .M01;,fi with *woo iic hadomdialigla O yes O Nis Do yetiProvide coeticc-seang or wcirter ..-t- rikts't O Yes O No Credits: No. of Tninsactione: O 0.10 O 11.20 O 21.50 O Other. 0 - 5 TotalMOUS (sy O $0. 55.000 O $5.001- $15)306 O 5150x1-$50.000 O Other: 30 - 51000 Type: O Oath O More O PcomegToresere O waTmain O POS O PM'S O UMW Deposit O &eager. Cnecksmoney Orders O A04 O Mier CASH Debits: No. of Transeellons: O 0 - 10 O 11 - 20 O 21 - 50 O Other: 0 - 5 Take AMMO (U CI $0 - 25.000 O $5.001 - 315.000 O 516.001-U0.000 O °thee 30- $1000 Type: O oath O Oaths O Assam Transfers O Vats Transfers O PCS O O OtosMoths O marethee clecks:Mceity Criers D kcn O per CASH Current O Yee O No Acton, Gwent O Yea O No Ace:until AoactertPS: Arscral Mt Fraredli tit I, %nand." inseam ..,„.m,........,............... WVEI nate. ...:. CONFIDENTIAL SDNY_SM_00013549 CONFIDENTIAL rstBankPR00071 EFTA 00124192 EFTA01269359 ip:e•TMIIMTTleTribTrrn't • ' • rizrjrinerun rn, i nor.) Authorized Signor N3M, • DARREN INDYKF Cc CP CHEM I to. _ Physical (Home) Address CccuoaLon ATTORNEY Personal Mailing Morass: - Sacial Dated Earle Co of Sint 02/01,1986 1 Etter . • #0)$$43 1 f, . . , " —' oto Itientacnor DRIVER'S LICENSE f O CHEXSYSTEMS . explaint7 O yes iiiettai000/10 Sal OFAC/PLC O INglitittilSailiala O YesO No. explain why: Alliali* Authorized Signer Name: Ftrniest (Home) Address: ftdiiiiiigali Occupation: Personal Mating Address: &Mal Secure/ Nutter Dale of BM Place of Bret: I Ciao** Hama Tel/4%cm auntie: guineas TaliOnne Neer Mottle Number: 1 Ernaii Ad ette Ahab Identilemen Type a Karma: icenefeetion Einmon On: CHEXSYSTEMS . calla O a OFAC/PLC O illinitaillill O YoiO Noommin»tor MOM Authorized Signer Name: tebetilP)Plet Physical (Some) Andreae: Occupation: Personal Mailing Address: Social Sanity Iambic Date d'art Pace xi Birth' DATZSOD Yerne Tempera Karam: Dueness Talept•ene tarter ' Motile Hunter Email Afte14: Plate Ylentilkailion Type & Innen lartexelOn Expireeen On: O CHEXSYSTEMS . walla O 0040140ittilif/ wtttiMillit OFACrPtC O 0niall0gkitilaiiiiit O Yes O No, explain why: NOME] Authorized Signor Name: reigNinifil--- Ptysical (I lone) Maass: Occupation: Personal Mating &Wren: Soca( Securtly Nine 1 Dena Bin: PM« or Baer More Telerrone Hinter. Wenn Telepe0ne Near Noble Number. Email Addixer Illlallfilillill FIC40 :isentifteatee Type 4 write, Itleraetai Exreaton Datac 0 criersystEms IMIIIIMIIIIIIII . caplet ..ii — titiall O OFACTLC O 04/kragnirekr~ D Yoe O No, explain why: Rekkapat. i—i mon:rani Caro Sweets e-FestBank (Internet) Can Marattpeneet a Gee: Case Ovardrett Una O Lite of Croft First Fax Payrea *et Depositcry Other eteneeement Inflamer. Rtning Date: SONY_GM_00013550 CONFIDENTIAL NAT= WeIN ielletterlettele CONFIDENTIAL FirstBankPR000713 EFTA_00124193 EFTA01269360 Fan, WS Olow..Deorabrat 9 I Request for Taxpayer Cite Farm 10 the Osollumloltalmon oseeltosionante Identification Number and Congeal:Ion P011uIrsaltr to not Ned tine:RS Hat tsecann toorconto tas Mat ..,• eV") i—e s AG si tins atosettneotUanwee. V Spat Oar 'Owe e cm.crowns. tor toe intqflai deabrat S O I•OTlaWaelt panes, O C J.Ignako 2] 0 CorgaSbn O PwwoonNp O liaW•ato• ie O la i d MOP, OCOrpialf• f cmnee isio-uol las100 wpm/kn.8-S Tonto", t O Ibuong p.m, ostatssan a -, .... .—......--.. i 1 CI Cow pee tanacasat a I a mom prow, ons.r Wept nal 100 Rid Hook Quint( 8$ Olt. eats mat zo th St Monet USW WW2 no Peovnue,nom in0 SW'a$*Win) unman neon hew ItCoati Eats yaw TN bran aproTalo boa TMTINm .4 dw nett to own 10 liwkl bathe eta**. tastnal tlM VIM-0"lW Fa ' , tate made" dend• Poirelor. C, diov9grO• to ~IOW flea% rakent4f (MN Massoev.10- a 0 nwy. et re Pelf fraaacliono on snit* II Sr°, MN:1°y°- itton6fia0Dri runt," ?Ps co papa 3. Mn. It las oc0Oontion may ten as nirne. (En youdonx long ranter. PAP 3- Fo, °Its to Moo:opt 1 T-1 - roster to War. zoo to Tot on gielr4 b guklolnas04 Mot r ole ounner Certincafaon Unto. motto alpain, I tent thot. 1. The antrtt.no,et lora nty matt laqaoyer oandearacw, tribes (watt wanptw a rentale to boated.° msg.and 2. Ian rot 1.014alobackatwonic10, 0bool.lou 0) ' ovirct born aeon.,, Atnragni.0, 141hisitropl bolo Sento ORR Mat Ian:tool:1W to Wimp weiroldh WSW lei Oa I 'Urns llo.nua a mart:AI/ of. taunt to repast olUntrotcedellec no WNW *Med la backup eastrottra and h. (cj to OS las reefed en *No I urn 3. I at • U.S. MOM or Naar US Canon Wood attad. Conenceloan itotroetIont VW rnal crsi Criit item 2 .ten IOW awe Dot rolled by tao IRS Shot you as becoonoyou Nesfilled la Mon al tarot Row* subject to baduaa etottast OalcknOs on lost matt knot alolotoroattoo.Sam 2 donn:4 Nova;AK swam • sbanciarnorg rayed inc oppa. For Fropmy. of oomittadoro to onIrchldualMinn* orronpono gnash.peolo oche, Wed perm! chiden:4 youin ea seaubt lootothotortioaa wi nt nat takesal vs 4. t.Du Ow tailgate: byte/ Cantat sat. SOD Aran INN Ltti. wow • Deo. I/S0/12. General Instructions Nolo A a otasoldas pass you•lOnn cite Itoweitt we to roast Soa6on taro../4 lc Ow Marna Atoms your TN. yo.• mot La The nipleslier's tem MIS sutelsnellly draw now. bleb Pam W-t OoloOkar et a tit person. For *deft lax ptrposol, you Purpose of Form Si Coolidand • U.S. groan II )04 AWN. Wks Is **OH lo lb an information main wt [M • An Inoteldial who to a UA citizen et U.S mods! cart your catoct Lopata Cat IRS nut rooter SOO to MOO; la • A porloontio ccoposbora company. a associate c:ereet Unit tear* OSIC KU. In totalsItIntetteca.mat s Wont mats. a oterekerrant st wand PoPota 4negittS vomit.]it to toNedEtats a uro* the lass of IT Unleal 01 eat or coeufione yaw node toton IM oattlaSt • TOMO. My Than • loxfir 1414bel. C. Uri Fenn W-O only! you woo Lit pavan %Oat • Adage/41e WEI {at &Mel k Ragullbrats so:14%301.7701.71. s matt oixt% Xrprotteyouroonal TN w tat pent 500eloi mksfor pailionNpo. PlithlOrtips Mal teninl s nquoteded, waniiggaboACc noquesdnOtt Ono Ind** tarot tt to witddStats• Si gaudy {puree pets t.C.l to warredot ts1M yaw ore dreg b overect Sanyo tondo; lee tax on any toast wrest sioto Mixon& from soli a osottait. rater tO be Issux0. Krilw, rcoda, Cues wham a Form W. No not boon omit z 2. Cent tea soon. rot *Mitt to batty wittnolate tootootaa to ital.keel to moan* tot a palms it . rd oaf to a tholdto taa Trettiat Nyco • taco prawn. 3. gaol tonaton Pornoectoas aithltoltng ii eta • US. pieta tea a, am watt! mtgs pewit* conatiArq s rods Cr Lammas r tollnlaci W OO- 'Iapoicsto. you ere at tetra; tot on UAL 0 tit Stain pan* Form pawn. loto thostnintilp JO eouttt your 1.3. allocable : 4,0'4 dsoy Pa-04Mb mooma awn • UAW, or tuolmas Moon and awl* withholding matt ern ta' Wort* b not out= lore ...tacit* lax on Ionlpn prima? 'bre nor. of ettothroSi connected Ott No. sto•x Ate.W40,v earl lr CONFIDENTIAL CONFIDENTIAL FirstBankPR000714 SDNY_GM_00013551 EFTA_00124194 EFTA01269361 ca /Its riSPAR75(ENT 07 she CINCINNATI OH 15999-0023 Otto of this notice: 12-15-2021 /fiction leaser: Pon: SS-I CYPRESS I.VC ameba of this notice: 9100 NAVINSIGiir 15 16 CP 515 A ST DONS, VI 00802 For salstantt you way all us at: 1.800-829-4973 IF ICC 'ern. ATTACH TRE SIM AT THE END OP THIS ItrIC E. NE ASSISPEO YOU AN ENFPO YER IDBAT/FICATICit Nag= grall mo ns. f applying for an rinploya rThis ESN will 1*1- 'city Identification Ababa (MIN). assigned you if you have no eiploytes.you, your bat:Leta accounts. lax returns. and Please keep Chia notice in your permanent When filing tax dons that you use your ED, and eents, percents, and related correspondence, it is say cause a delay in procecarpleto rune 10d &area exactly as secant abov very inportant ssing, result in incorrect e. Any cause you to be assig i ned rocre tan one SIN. information in your account, varia tion. or even above, please nan he If the information is not correction using the attac correct as shown hed tear off stub end rerun it Based on the information to no. the following form(s) by received free you or your repre the &n(si Yawn. sentative, you rust file Vona 1120 01/15/2012 if you have Notations about the phone meter or write to the tents) or the due dent s) those, you can nerd help Ln deter:anima yourus at the addrees sista a the top of this entic ca21 us at artroal rerunning period e. If you PotoOnerrsa Periods and MOWS. (tax year. sea Palloatan 530. We ageigned YOu a tax representative. It is note clatification based on inton ation obtained from binding on the uts. It you legal determination of vac tax clateifIcation, you or your request a private letter went a legal detartUnstion and is not of your tax classification. you 2004-1, 2004.1 I.R.B. 1 baling from the IRS under the guidelines in Raven may Certain tax classification(or apere eding ROV50120 Precedent for the year na Procedure elect ions can at )say). Note: Classification Election. See be requested by filing Dorn 8832, Entit Porn 5832 and its instr uctions for additional Infory INPORIANT Vin51141TION MR 5 mation. COLPORATICOI FIZETICN: It you intend to elect election to file a Porn to file your return as corporation mast net 1120-S Rust be Nat withi a anal twiner corporation. en certa n certain timers:no laid the instructions for Porn 2553, in tetti• Ail of this infornetien is included in the Election by a Smell matinees COSPOrni012. CONFIDENTIAL CONFIDENTIAL FirstBankPRO00715 SDNY_GM_00013552 EFTA_00124195 EFTA01269362 Business Verification Results em Page 1 of 2 RESULTS SUMMARY OFAC CHECK: PASSED IDV RESPONSE: OVERRIDE EIN: FAI Input Elaill.M 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 THOMAS UNIT ST THOMAS VI 00802 Dd. Info: 9100 HAVENSIGHT PORT OF SALE ST THOMAS VI 00802 DN. Info: PO BOX 6347 ST THOMAS VI 00804 Alternative verifications PHONE MATCH: Input Phone: No verification data given Additional Actions taken: • Note - Please confirm the BIN. Override Comments: On 05/07/12 at 03:12:22 Madelin Colon Added: Cleared - Other (type in reasoniClient has provided the 554 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: OPENED EtiattkOieste - IMPORTANT INFORMATION FOR CONSUMER REPORT & IDENTITY VERIFICATION SERVICES the iternisterfbusifiess oats is being furnished Li conceition with a transaction insisted by the catitUITS, end I a N eta:edam htips://production.penleyinc.corn/penky/secureNBERepottDetaiLdo?rnode-print&oicl-107... 5/7/2012 CV, SDNY_GM_00013553 CONFIDENTIAL CONFIDENTIAL FirstBankPRO00716 EFTA_00124196 EFTA01269363 Business Verification Results Page 2 oft In h the mitten instruttians Of the B000rrino Aor annum; to whom the Information routes as provided the Grimm Leech Finley ha (GLBA); or for under the federal Fair Omit under the KRA.(F The) date contrined In this report IS wing use, In connectron with account may be Vested or printed For no review as provided for Consumer Report tentless may not be other purpose. ite0fIlletiCC returned In viewed or printed in rt.:menet:41 with making a pre-approved Arm ofkr of Credit (prescree n). https://procluction.penleyinc.conilnenley/secureNBEReportDetaiLdo ?mode—printatoid=107... 517/2012 SDNY_GM_00013554 CONFIDENTIAL CONFIDENTIAL FirstBankPR000717 EFTA_00I 24197 EFTA01269364 QualiFile (NAC) Page 1 of 1 IMPORTANT INFORMATION FOR CONSUMER REPORT & IDENTITY VERIFICATION SERVICES this ccestrimeribus mess data is being furnished in co nnettron with a trtmaiactbn Initiated by the consume. and / or In accordance with Me 'tam inAnrct ohs of the tOnsumer, to edam the Information /elates as pOvided for under' the federal Fat Credrt Reposing Act (FCRA) a the Gramm Wadi &Rey Act (GUM); or b being used a1 connettion with account review as provided for under the sou The data contested In this rt0est may be mimed or fl ed (of Another path011e.InformalSon returned in Consume, AMOR swami may not be viewed or printed In 00nnedion with making a pre-approvoc Arm offer of credit (Prescririen). Business Information Response Business Information (As Entered) Cypriot* Inc Fed Tax Red Nook Quarter bl St Thomas. VI 00102 Non FCRA Identification Intommbon Federal Tax Id & Business Name Match No Cheaysterme MOM No Closures Found No Purchased Debt Found No Previous Inquiries Found Inquiry ID MISS0MS Referents Detail Transaction Tracking ID: I3M421517973:2163 VAAP30iP Zt Print This - rekse hnps://production.penkyine.corn/penIcy/securefehesSysternsBusinessReportdo?ftwaype... 5/7/2012 SONY_GM_00013555 CONFIDENTIAL FostBankPR000718 EFTA_00124198 EFTA01269365 1 First Bank Customer Due Diligence For Additional Signers on Individual Accounts or Autho rized Signatures on Business Entities Accounts Exlain• Ac ACCOUM Number which IS attaChed to the Signer Hams: Caner L Last Name: Ladyke Date of Birth:a__ Place of Sinn: NY Social Secuttlb: Otiameedp: YSA Nome Phone: Other Olwalnai a•lanms: Wand McNees: Same Piece of Emptownent Deem K MOW IN-LC Occupation: mama, Work Phone: 646.32-4817 Email Relation Account Tide: SeelaM m type 1st DL 2nd Recurrent Source. O °MI Baines El New O GeNIMment ❑ 01Per.sp. edfr Annual Income O SO :I 450 001 O ;wool - siso.00k_IM 3 Client Classification Ageno ovo?nr 50,000 • "Pe sae 'c fi t bA en:ID VD.Icksav brestau, Ole /dna te cad/NW • C4frod/4449nce FU Irtividars a Eton Coma:Woes NO Risk age ffse ecd Sateresfol ante*/ as abashhetstkmatetze • I bi must,Ca" Ow memineof fun be Cancifete CecetrekeS4DnicA a repaid A tndlistee wheeler the Beata a nonresident ,ken' Yea No (MAIDS M0C000) B Indicate %Mete the owe Is a maiden Mon: MAKS ❑ I W0C003) C 'adore Ablate no dem a fast.° to an cf'ccr 0 0, 013 fOtailn pawn/now aM dcoanent the tree relebonsho NAICS tua(003: 0 Name of the Rsprtsontabve who attended your Ca: RespOns• 1O Social Stcunly: Year WON Response on Industry Behavior: Response on ID: 5 Account Opening AL:thew-anon nniS4XSi CONFIDENTIA SDNY_GM_00013556 CONFIDENTIAL ArstLBankpRo.0719 EFTA_00124199 EFTA01269366 1 First Sat Customer Due Diligence For Additional Signers on Individual Accounts or Authorized Signatures on Business Entities Accounts I Atmount Num to the Signer Nate: Mal: Lam Name: 'BUM Ode 01 Pinot thee NY Citizenship: US a"ls"o Nan. Parr Physical Mimes: Othen Kiang Address: Utta Sant Jane- Wald 6100 Ned Heat Quatteni 03 ! SI. Thanes. VI 00802 a Thaws VI 00002 Man a EmOklanent &andel Trust Gnaw , Occupation: Financial Consulate employees* Addis' Work Phone: 3C-775-Z525 6100 Red Hook Charier* in St Thomas. VI 00602 Relation Account Tine presider* ID Type Num Cowan 1st Expiration NINIVOATIN Pestron Ind Dryers License USVI Recurrent Source: • Oml Business o pont ❑ OosemrosM 0 Omer, inalry: Annual Income: Client Classification O SO Ol - ss000l O Roan.siso.000 1:1 mum E1 as 12504co •Pet ewa•c)esba bm,C May febeitypantani ff. dentatsc Csecnst-Guaree krMotels Watt* Consoereces ' Ra ootaredhpb et Ord&Swabs, weed es echo& iteleOvedspec. • effsenteerto C4 tea ?so acntettneso, D's Canalise aforrairSBSA Wise Is reCtired A. Indsate whether the client e a nOirescie Yes No nt ellen (MACS 0100000) B Indeste nblitIor the Mentos fesSent allow. (RAIDS 1 200500) O CB C vacate whotner et dors is 'tinted *.s an *Mae of a fareir gvversfro^t ant doe in's- , O 0 ' 5/CGSI/SO.:flit/ tyso Oe atfs^s5Ip: El 0 4 Venficalfon 51 tem- for use only a. Coming., P,an if ClIEXSYSTEM was called Marne of the RergeranUtivro was attended your calk. Resnais@ to Social Security: Year. State: other: Response on industry Behavior: Response on ID: 5 Account Opening Authorization madAtrd Nesse , comrnenb.lcappliesba lus."-ra*ddLbe&ewatc. CONFIDENTIAL SCINY_GM_00013557 CONFIDENTIAL FirstBankPRO00720 EFTA_00124200 EFTA01269367 Corp No. 581974 00VINSENNINT OF THE VIRGIN Street OF THE UNITE D STATES —0 — CHARLOTTE ANIALIE, ST. THOMAS, VI 00002 IIs Sil to libels Slim Sirevotis Mall £amt: 1. the andersigned, LIF.UTF:NANT GOVERNOR. DO hereby certifies that CYPRISS, INC. Ruaiotas Corporation of the Virgin islands filed in my office on Novem ber 12, 2011 as provided for by law. Ankles of Incorporation. duly acknowledged. WHEREEORE the persons mimed in said Articlav and who have signed the same, and their StiCetsSOn, are hereby declared to he front the kne aforesaid, a Business Corporation by the and for the Imposes vet forth in said Ankles name , with the right of succession as therein stated. Witness my hand and the seal of the Govem mern of the Vincin Islands of the United States, at Charlotte Amalie, St. Thomas:this 27th day of December, 2011. Y R. FRANCIS Lieutenant (Moan of the Virgin Islands SDNY_GM_00013558 CONFIDENTIAL CONFIDENTIAL ArstBankPRO00721 EFTA_00124201 EFTA01269368 tThDAVIT RE NOT DOING BUSIITha 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 Cypress, 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 fa is herein stated. r , 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 /9 2012 No ry Public HARRY I. FELLER Notary Public. Selo of ..No. 019(4953924 New York outr..taci Top IC •4 Commission COWL EXPO'S Fit 7. 20Cr SDNY_GM_00013559 CONFIDENTIAL CONFIDENTIAL FirstBankPRO00722 EFTA 00124202 EFTA01269369 ARTICLES OF INCORPORATION OF CYPRESS, INC. We, the undersigned, for the purposes of associating to establish a corporation fot the transact business and the promotion and conduct of the objects ion of the and purposes hereinafter stated, under the and subject to the requirements of the laws of provisions the Virgin Islands of the United States (hereinafter "Virgin Islands"), and particularly the General called the Corporation Law of the Virgin Islands (Chapter 1, Title Islands Code), as the same may be amended from 13, Virgin time to time, do make ant/ file these Articles of in writing and do certify: Incorporation ARTICLE], The name of the Corporation (hereinafter referred to as the "Co:potation') is Cypress, Inc. ARTICLE U The principal office of the Corporation in the Virgin Islands $ located at 9100 Havensight, Pon of Sale, 15-16, St. Thomas, U.S. Virgin. Islands, 00802 and the name of the resident Suite Kellahals Ferguson LI.P. whose mailing address is agent of the Corporation is 9100 Havensight, Port of Sale, Suite 15.16, St Thomas Virgin Islands 00802, and whose physical address , U.S. 9100 Hannsight, Pon of Sale, Suite 15.16, St. Thomas Virgin Islands. , US. ARTICLELLI Without limiting in any manna the scope and generali ty of the allowable functions of the Corporation, hereby provided that the Corporation shall have the it is following purposes, objects and po;(ers;..: (1) To engage in any lawful business in the United States Virgin Islands. (2) To enter into and carry out any contacts for or in relation to the foregoing business with any person, association, corporation. or government or governmental firm, agency. (3) To conduct its business in the United States Virgin Islands and to have offices mann the' United States Virgin Islands. (4) To borrow or race money to any amount permitted by kw by the sale or issuance of obligations of any to guarantee loans, other types of indebtedness kind, and financing obligations, and to secure the foregoin by mortgages or other liens upon any and all of the property g 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 OCCIClit of any of the powers herein set forth, either alone or in connection with other firms, individuals, associations or corporations it the Virgin Islands and elsewhere in United States and foreign countries, and to do any other acts the or things incidental or appurtenant to or growing out of or connected with the said business, proposes, 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 business corporations whether expressly enumerated herein on or not. The plainest*, objects and powers specified in this Article shall not be limited or restricted by reference to the rams of any other subdivision or of any other article of these Articles of Incorporation. SDNY_GM_00013560 CONFIDENTIAL CONFIDENTIAL FirstBankPR000723 EFTA_00 I 24203 EFTA01269370 ARTICLEIV The total number of shams of all classes of stock that the Corporation is authorized to issue (10,000) shares of common stock at $.01 par value; is Ten Thousand no preferred stock authorized. The minimum amount of capital with which the Corpora tion will commence business is One Thousand ($IPCO' Dollars AUX:LE The names and places of residence of each of the persons forming the Corporation are as follows : NABIF RESIDENCE Enka A. Keller:hats Ferguson Brett Gary ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII For the marragetnem of the business and for the conduc t of the affairs of the Corporation, andlii further creation, definition, limitation and regulation of the powers of the Corporation and of its direction and stockholders, it is further provided: (I) 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 furtherance and nor in limitation of the powers conferre d by the laws of rse Virgin Islands, and subject at all tunes to the provisions thereof, the Board of Directors is expressly authorized and empowered: (a) To make, adopt and amend the by-laws of the Corporation, subject so the powers of the stockholders to alter, repeal or modify the by-laws adopted by the Board of Directors. 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 authoriz e 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 par of the net profits of the Corporation or of irs net assets in access of its capital shag be declared in dividends and paid to the stockholders, and to direct and determine the use and disposit ion thereof. 2 SDNY_GM_00013561 CONFIDENTIAL CONFIDENTIAL FitStElankPR000724 EFTA_00 I 24204 EFTA01269371 r (d) To set apart a restive or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the business of the Corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the Corporation. (e) To establish bonus, profit-sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the Cotporation, and to fix the amount of profits to be distributed or shared or contributed and the amounts of the Corporation's funds or otherwise to be devoted theteto, and to determine the persons to participate in any such plans and the amounts of their respective participations. (Q To issue or grant options for the purchase of shares of stock of the Corporation to officer and employees (including officers and employees who are also directors) of the Corporation and on such terms and conditions as the Board of Directors may from time to time determine- To enter into contracts fox the management of the business of the Corporation for tams not exceeding five (5) years. To exercise all the powers of the Corporation, except such as are conferred by law, or by these Articles of Incorporation or by the by-laws of the Corporation upon the stockholders. . - • To issue such classes of stock and series within any class of stock with such value and voting powers and with such designations, preferences and relative, participating'opnond or other special tights, and qualifications, limitations or restrictions thereoc3n is stated in the resolution or resolutions providing for the issue of such stock adopted Ey the Board of Directors and duly filed with the office of the Lt. Governor of the Nrintin Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be amended from time to time- agnas Vu No stockholder shall sell, convey, assign or otherwise transfer any of his or her shares of stock without first offering the same 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 promptly 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 tams as offered to the Corporation; and the remaining stockholders shall have thirty (30) days within which to collectively or individually accept the same in waiting. If the remaining stockholders reject the offer, then the stockholder shall have the tight 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 *releaser 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 tram Shares of stock in this Corporation shall not be transferred or sold until the sale or transfer has been reported to the Board of Directors and approved by than. 3 SDNY_GM_00013562 CONFIDENTIAL CONFIDENTIAL FirstBankPR000725 EFTA_00124205 EFTA01269372 No stockholder shall pledge as coastersl for indebtedness any share consent of a majority of the disintereste s of stock without first obtaining d members of the Board of Direness the written of the Corporation. ARTIO V n‘ At all elections of directors, each stockholder shall be entitled to as votes that (except for such provision many votes as shall equal the number as to cumulative voting) the stock of election of directors with respect to holder would be entitled ro cast for his or her shares of stock multiplied die elected. The stockholder may out by the number of directors to be al/ votes for a single director or distri them as he or she may sec 4c bute them among any tWO or mom At least ten (10) days notice shall be of waive notice of the meeting as provi given, however the ShatehOlder$ are ded by law. Furthermore, the meet COOrk SO dispensed with, if all of the stockholde ing and vote of stockholders may rs who would have been =Sa be were held, shall consent in writing d to vote upon the action if such meet to such corporate action being taken ing . ARTICLE X Subject to the provisions of Section 71, Tide 13, Virgin Islands Code, the or otherwise transact business with one Co potation may enter into contacts or mote of its directors or officers, or which one or mom of its directors with any firm or association of or officers are members or employees, association of which one or more of or with any other corporation or in directors or officers are stock and no such contract or transaction Aril holders, directors, officer, , or SOSPISIOSS be invalidated or in any way affec , directors or officer or officers have or ted by the fact that such director or may have interests therein that arc the Corporation even though the vote or might be adverse to the interests of of the director or directors having such obligate the Corporation on such adverse interest is necessary to contact or transaction, provided that in shall be disclosed or known to the any such ease the fact of such interest directors or stockholders acting on or transaction. No director or directors in reference to such contract or or officer or officers having such disclo be liable to the Corporation or to any sed or known adverse interest shall stockholder or creditor thereof or to any incuocd by it under or by reason other personator any loss of any such contract or OSIOSS officer or officers be accountable ICOOS4 nor shall any such dim-ten ?S dilators for any gains or profits realized thereon. The or not be construed to invalidate or in provisions of this Article shall any way affect any contract or transact:on under law. that would otherwise: be valid MMCLE xi (a) The Corporation shall indemnify any person who was or is a party or is threatened (to to any threatened, pending, or bErharte a patty completed action, suit, or proceeding, whet adminintative, or investigative (other than her civil, criminal, an action by or in the right of the Corpotati the fact that he or she is or was a director, onny reason of officer, employee, or agent of the Corporatio saving at the request of the Cocp n, of is or was oration as a director, officer, employee, corporation, partnership, joint venture, matt, or agent of another or other enterprise, against expenses (inclu fees), judgments, fines, and amounts ding attomey's paid in setdetnent actually and reasonably incur in connection with such action, suit, or proce red by him or her eding if: he or she acted (A) in good frith and (B) in a manner reasonably believed to be in or not opposed to the best interests of the Corporation; and (2) with inspect to any criminal action or proce eding, he or she had no reasonable cause to believe his or her conduct was unlawful. 4 CONFIDENTIAL CONFIDENTIAL FtratBankPR000226 SDNY_GM_00013563 EFTA_00I 24206 EFTA01269373 The tenni:nation of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nolo contendere or in equivalent, shall nor, of itself, create a presumption that the person did not act in good firth and in which be or she reasonably believed to be in or not opposed to the bat interests of the Commotion and, with respect to any criminal action or proceating had rersonable rase to believe that his conduct was unlawful N) 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 or Mt by or in the right of the office:, employee, or agent of the Corporation, or is or was saving at the request of the atrium oust, or other enterprise against acpcnses (winding attorney's fees) away and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted: (1) in good frith; and (2) in a manna he or she reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indenuification 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 seasonably added to indemnity for such expenses which the court shall deem proper. (c) To the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subparagraphs (a) and (6), or in defense of any claim, issue, or matter thorn, he or she shall be indansriftedftainst expenses (including attorneys' fees) actually and reasonably incurred by him of her in connicitioirthacwith. Any indemnification under subparagraphs (a) and (b) (unless ordered by a coot) she; lie made by the Corporation only as authorized in the specific case upon a detenninarion that be orals had met the applicable standard of conduct set forth in subparagraphs (a) and N. Such determination shall be made: (1) by the board of directors by a majority vote of a quorum consisting of &con . • vrirn 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. (Q The indemnification provided by this Article shall not be deemed exclusive of any other sights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both SS to action in his or hex 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 5 SDNY_GM_00013564 CONFIDENTIAL CONFIDENTIAL FirstBankPR000727 EFTA_00124207 EFTA01269374 director, officer, employee, or agent and shall inure to the benefit of administrators of such person. the heirs, executors, and (g) The Corporation shall have power to purchase and maintain insurance on or was a director, officer, employee, behalf of any person who is or agent of the Corporanort, or is the Corporation as a director, or was serving at the request of officer, employee, or agent of another venture, trust, or other enterprise corpo against any liability asserted against him ration, partnership, joint or her in any such capacity, or arising out of his or het or het and incurred by him would have the powe status as such, whether or not the Corporatio r to indemnify him or her against such n Article. liability under the provisions of this ARTICLE XI( The Corporation reserves the right to amend, alter or repeal any of Incorporation and to add or insert other the provisions of these Articles of and at the time prescribed by said provisions authorized by the laws of the Virgin Islands in the =Ones laws, and all stockholders by these Articles of Incorporat rights at any time conferred upon the Board of Directors and the ion are granted subject to the provisions of this Article. ry ;.. • .. • : --s ' • • I I • [signature page follows) 6 SONY_GM_00013565 CONFIDENTIAL CONFIDENTIA FirstBankPRO00728 EFTA_00124208 EFTA01269375 IN WITNESS WHERE(XF we have hereumo subscribed our names this 21St day of Novem ber. 2011. TERRITORY OF THE UNITED STATES VIRGIN ISI ANDS ) DISTRICT OF sr. THOMAS AND ST. JOHN The foregoing instrument was acknow /edged before me this ZLt day of NOTJUlet. KetlerhaIs, Gregory). Ferguson, and Rica Cary. 2011, by Erilui A. Not Peak ti tea OINAMMEORYAN IIOTMY KWICOP 01009 EMPIRESgriliget3 at. THOILIAMIT a UM tV 7 SDNY_GM_00013566 CONFIDENTIAL CONFIDENTIAL FirMBSnkER000729 EFTA_00124209 EFTA01269376 DATE STAMPED - Consent of Agent for Service of COPY Process 0 This writing witnesseth that the undersigned KeHerbals Ferri-sox ELP having been designated by Cypress, Mc, as agent of the said company upon whom service of process may be made in all suits arr,in g against the said company in the Courts of the Virgin Islands, do hereby cement to act as such agent and that service of process may be made upon me in accordruice with Title 13 of the Virgin Islands Code. IN wmass WHERSOF. I have hereunto set my signa ture this 21* day of November ., 2011. Meth-thus Ferguson I LP A bed aid sworn to before me this 21a day of October:2011. Territory of the United States Virgin expires: Islands eta MAREORYAN NOTAFIYPUBLIC 1.069410 ocasseelow sages tenon flt THOMAIIST. JOHN, WWI CONFIDENTIAL CONFIDENTIA FirstBankPRO00730 SONY GM00013567 EFTA_00124210 EFTA01269377 "Th BYLAWS OF CYPRESS, INC ASZICLE I. OVPICLS The principal office of Cypress, Inc. (the "Corpora tion's) in the US Virgin Islands shall be located maintained in St. Thomas, US. Virgin Islands, as designat and ed in the Articles ofIncorporation Of at such US. Virgin Islands as may be changed from time to location in the time at :he discretion of the Board ofDirectors. The may also maintain an additional office or Corporation offices at such other places within the US Virgin Islands as the Directors may, from time to time, designate. Board of aulazilL iaDESEIMPAIOWEES Staieni=AnS The animal meeting of the Mareholdm of the Corpora tion shall be held each year on the third Wednesday December, or on such other dare as dull be specified in the in notice or e.recuird 616= of D•DUCt thereof and agreed to by the shareholders, for the purpose of electing directors and transacting such other business as may properly before the meeting A complete bat of all sharehol come ders added to vote at annual shareholders meetings shall pr.:pitted by the Secretary and made available for inspectio be n at said meetings. Sation2 — Spenjalidectings• Special meetings of the shareholders may be called at any time 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 holden of s majority of the sham then outstanding and entitled to vote thereat, or as otherwise required irides the previsions of Title 13 of the Virgin Islands Code, Sections 1-453, as they may be from time to time amended. Stare 1— Place of Meerielgir All meetings of shareholders shall be held in the US Virgin Islands at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings and may be held raephonically. Section 4 — Notice of MeeHngsv (a) Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or maid, stating the time when and place when it is to be held, shall be served either pawed::: or by mail, cot less than ten (10) or more than fifty (SO) days before the meeting, upon each shareholder of record entitled to vote at such meeting, or the sbareholdeds designated agent, and to any other shareholder to whom the giving of notice may be required by law. Notice of special a rung shall also state the purpose or purposes foe which the meeting is called, and shall indicate that it is bang issued by, or at the direction of, the person or pascal calling the meant. If at any meeting actioo is proposed to be •iltran that would, if taken, entitle shareholders to receive payment (or their shares pursuan t to the applicable provisions of Virgin Islands Cede, the nonce 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 shareho lder's address, as it appears on the records of the shareholders of the Corporation, unless he or she dull have previously filed with the Secretary of the Corporation a written request that notices intended for the shareholder be mailed to the shareholders' agent CONFIDENTIAL CONFIDENTIAL FirstBankPRO00731 SC/ NY_GM_00013568 EFTA_00124211 EFTA01269378 And/or route other addrtros, in which axe, it shall be nailed to the person and address designat request ed in such (b) Notice of any meeting need not be given to any person who mew become a shercholder of record mailing of cud, notice and prior to the meeting, or to any after the %limbo:der who attends such meeting in persona 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 adjourned meeting of sharehol ders need not be given, mans otherwise required by salute (c) Whenever the vote of stockholders at a meeting thereof is required or pi:mined to« Wien in connection any corporate action, by any section of this chapter, the meeting with and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitkd to vote upon the action if such meeting were held, shall consent in writing to such corporate action bdng taken. (d) Whenever any notice whatever is required to be given under the provisions of this chapter, or under provisioos of the articles of incorporation or bylaws of any the corporation organized under the pteattions of this chapter, a waiver thereof in writing, signed by the person or persona entitled to said notice, whether before or after the time sated in said notice, shall be deemed equtnlent thereto. SwitalSmzoass: Except as otherwise provided herein, a by the Applicab le pmvisions of to Virgin Islands Code, or in the Articles of Incorporation (tech Articles and any amendments thereof being buten collectively referred to as the "Articles") at all meetings of shareholders of the Corpora tion, the presence at the commencement of such meetings in person oz by proxy of any number of shareholders holding of record a najonty of the total number of shares of die Corporation then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the canniction of any business. The widwlrewal of any sharehol der after the commencement of a meeting shall have no effect on the existence of a quorum, thee scrotum has been established at such meters). Section 6 — Voting: (a) Except as otherwise provided by applicable provision of the Virgin Islands Code or by the Atticks of loariporAtion, any corporate action to be taken by vote of the thiarchobiert shall be authorized by a majority of votes east at a meeting of sheteholdest by the holders of shares entitled to vote thereon. (b) Except as otherwise provided by applicable provision of the Virgin blunts Code or by the Articles of Incorporation, at arch meeting of sharetholdas, each holder of record of stork of the Corporation entitled to vote thereat shall be entitled to one vote for each share of stock registered in his or her name on the books of the Corporation. (C) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided. however, that the instrument authorit ies such proxy to act shall have been executed in writing by the shareholder or the shareholder's attorney in fact thereunto duly authorized in writing. No proxy shall be valid after expiration of eleven (II) monde. from the date of its execution, mien the person executing mine directs in said proxy that it shall continue in fora for a longer period of time. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Caporal«). (d) Shares registered in the name of another corporation, if entitled 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:the/12w on resolution of the board of directors of such 2 SONY_GM_00013569 CONFIDENTIAL CONFIDENTIAL FirstBankPRO00732 Erl'A_001242 I 2 EFTA01269379 other cogs/oration, in which use such patron may vote such shares. Any fiduciary nary vote in the none of such corporation as such fiducisty shares registered , either in omen or by proxy (e) Any resolution in uniting, signed by all the shareholders eniided to vote thereon, shall be and action by such shareholders to the effect therein expresse constitute d, with the name force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders of such resolution so signed shall be inserted in the Minute Book of the Corpont and ior. tinder its proper date. ARTICI V. Ifl - BOARD OF DISITTOPS firetion 1- Number Ousalleation. Election sad Terns of Offier (a) The number of Directors of the Corporation shall be three (3) unless and until otherwise determined vote of a majority of the entire Board of Directors. by The number of Dimmers shall in no event be less than three (3) (b) Except as may otherwise be provided herein or it:, the Article, the members of the Board of Directors of the to:potation, who need not be shareholders, shall be elected by a maprity of the votes cut at a meeting of shareholders, by the holders of shares., present in person or by proxy, (sodded to vote in die election. (e) Lath Director shall bold office until the annual meeting of the shareholders next succeeding his or her election, and until his or her successor is elected and qualified , manta his or be prior death, resignation or removal. Cerninfl, Posies and Powers. The Board of Directocs shall be responsible for the control and into ears of the Corporation, and may exercise all powers management of the affairs, property and of the Corporation, except as ate in the Amides or by "pliable provisions of the Virgin Islands Code expressly conferred upon or reserved to the sharaolders. (a) A regular annual. meeting of the Board of Directors shall be held immediately following the suntal meeting of the shareholders, at a place of such annual meeting of shareholders. (b) The Board of Directors, from time to time, may provide for the holding of other regular meetings of the Board of Directors. and may fix the time and place thereof. (e) Notice of any mph: meeting of the Board of Director s shall not be required to be given and, if given. need not specify the !Impose of the meeting, provided, however , that in me 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 present at the meeting at which such action was taken within the time limit, and in the manner set forth in patsgtaph (b), Section 4 of this Anode III, with respect to the special meetings, unless such notice shall be waived in the manner set forth in preagrao h (c) of such Section 4. Section 4 - Special Meedny: Motes (a) Special meetings of the Board of Dimmers dud be caged by the President or by one of the Directors, at such time and place as may be specified in the respectiv e notices or waivers of OOi= thereof. 3 CONFIDENTIAL CONFIDENTIAL FirstBankPR000733 SD NY_GM_00013570 EFTA 0[)124213 EFTA01269380 (b) Except as otherwise required by the applicable provisions of the Virgin Islands Code, notice meetings shall be mailed &reedy to each Director of special , addresscd to the Director at his or her residenc place of business, at lean three (3) days e or usual before the day on which the meeting is to be held, te the Director at such place by facsimile or shall be sent to ma or shall be delivered to him or her personally or given or her orally, not later than twenty-four (24) bouts to him before the time at which the meeting is to be held. notice, or waive of notate, except as required by A Section 8 of this Article Ill, need not specify the the meeting. purpose of (C) Notice of any special meeting shall nor be required to be given to any Director who shall attend meeting without protesting the lack of nonce to such the Director prior thereto or at its comma:sterna* submits a signed waiver of notice, whether before or who or after the meeting. Notice of any adjourned meeting shall not be required to be even. (d) Unless otherwise reateicind by the articks of incorporation or bylaws, any action required or permitte be taken at any meeting of the board of ditecton d to „ or of any committee thereof, may be taken without meeting if all members of the beard or committee, a as the cue may be, tonaent thereto in writing, end writing or innings are filed with the minutes of proceedi the ngs of the board, or committee. At all meetings of the Board of Directors, the Chairma n of the Board if any and if present, shall preside. there shall be no Chairman, or if the Chatham shall be If absent, then the President shall preside, and in the Presiden absence, a Chairman chosen by the D)..1.,.. dig t's preside. section 6— Quorum aq‘Adjurnmentt (a) At all meetings of the Board of Directors the presence of a majority of the entire Board shall be necessary sad sufficient to constitute a quorum for the transacti on of business, except as min-twin provided by law, by the Amides, or by these Bylaws. (b) A majority of the Directors present at the time and Once of any regular or special meeting, although less than a quorum, may adiyouni the tame from time to time without notice, until a quorum shall be present. InSliOni=MAIIUP of&dog: (a) At all meetings of the Board of Directors, etch Director present shall have one vote, thespective of the number of shares of stock,if any, uthieb the Directo r may hold. (b) Except as otherwise provided by appbcable provisions of the Irvin Islands Code, by the Milder, or by these Bylaws, the action of a majority of the Directors present at any meeting at which a quorum is picot, shall be the act of the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any CDZIIIIIiiteC thereof, which action is authorized, in writing, by all of the Directors entitled to vote thereon and filed with the Minutes of the proceedings of die Board or the committee shall be the act of the Board of Directors or the committee, as the are may be, with the same force and effect is if the same had been passed by unanimous vote at a duly caned meeting of the Board or the committee. Section 8 - Vacancies. Any vacancy in the Board of Directors occurring by reason Many increase in the number of Directors, or by reason of the death, resignation, disqualification, mimed (unless a vacancy treated by the removal of a Director by the shareholder(s) shall be Med by the shareholder(s) at the meeting at which the to-novel was effecter() or inability to 4 SDNY_GM_00013571 CONFIDENTIAL CONFIDENTIAL FirstBankPR000734 EFTA_00 I 24214 EFTA01269381 act of any Director, or otherwise, shall be idled for the unexpired portion of the term by a majority remaining Directors present, thotgh km than a quorum vote of the , at any regular meeting or special mating of Directors the Board of &triton 9— Res(gnadon• Any Director may resign at any time by giving written notice to the Board of Directors, the Stately of the Corporation. Unless otherwis President or the e specified in such written notice, such resignation upon receipt thereof by the Board of Directoes shall take effect or such officer, and the acceptance of such retignadon necessary to make it effective shall not be geetion 10 — Removal- Any Director may be removed with or without cause at any time by the affirmative vote of aolckng of record in the aggregate at least a majority shareholder(s) of the outstanding shares of the Comotation of the shatcho:tkrs called for that purpose, and way at a special meeting be removed for cause by action of die Board. Section 11— Salem No stated salary shall be paid to Directors, as such, for their KtVittS, ban by resolution of the Board Directors a fixed sum and expenses of attendance, of if any, may be allowed for Int:AMYX at each meeting of the Board; provided, however, that nothing regular or special herein contained shall be construed to preclude any from serving the Comfiest/on in any other capacity Director and receiving compensation therefor. Etaiaa12=Qataigara (a) No comma or other tialiMal03 bet0/tell dye Corporation and any other corporation shall be impaired affected or invalidated, nor shall any Director be liable , in any way by scuon of the fact that any one or more of the directors of this Capocation is or are interested in, or is a &Lector or officer, or are directors or *Marx of such other corporation, provided that such facts are disclosed or made known co the Board of Distrust. (b) Any Director, personally or individually, may be a patty to or may be interested in any contract or transaction of this Corporation, and no Director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directon, and provided that the Board of Directors shall authorize., approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such Director at the meeting 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 Mall not be construed to impair or invalidate or in any way affect any contract or other transacti on which would otherwise be valid under the law (common, statutory or otherwise applicable) thereto. Semler remunitterc The Board of Directors, by resolution adopted by a majority of the entire Bond, may from time to time to time designate &oat among Its members an executive committ ee and such other committees, and alternate members thereof, as they may dean desinble, each consisting of two (2) or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall save at the pleasure of the Board. 5 SDNY_GM_00013572 CONFIDENTIAL CONFIDENTIAL FirstBankPR000235 EFTA-00124215 EFTA01269382 rutTICS B Tv. OFFICPtell casetimai-Nranhes, Oualifiration• Election and Term ofMar (a) The officers of the Corporation shall consist of a President, Seaetary, Transact and such including a [Minium of the Board of Director other officers. s, and one or more additional Vice-Presidents, Assistan Treasurers or Assistant Secretaties, RS the Board t of Directors may from time to time deem advisable. However, the Company is not requited to have offieen 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. two offices (but not more than two) other than Any the offices of Chairman of the Board or Presiden Smeary or Assistant Secretary may be hold by the t and same person. (b) The officers of the Corporation shall be elected by the Board of Dire:tors at the regular annual meeting of the Board following die annual meeting of sherehe lden. The taloa of all officers shall be fixed by Board of Directors. the (c) Each officer shall hold office until the annual meeting of the Board of Directors next exceeding his election, and until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. Settion 2 — Resignation. Any officer may resign at any time by giving sinners notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwis e specified in such written notice, suds resignation shall take effect upon receipt theceof by the Bond of Directors or by such officer, and the acceptance of such resignation shall 13Ot be necessary to make it effective . Serrinn — RefnetrOl• Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time. Sgoktoj- Vacsnriec A vacancy in any office by reason of death. resignation inability to act, ClinaliStatiOno or soy may at any time be filled for the unexpired portion of the other oust, nun by a majority vote of the Board ofDirector. Section 5 — Duties of (Wherry Officers of the Corporation shall, unless otherwise provided by the Board of Dien-toes, each have such powers and duties as gene illy pertain to their respective offices, as well as such pawns and duties as may lie set forth in these Bylaws, or may from tune to time be spedfially conferre d or imposed by the Bored of Directors. (a) The President shall be the chief extortive office of the Corporation. (b) The Vice-President, if any, shall perform the duties as required by the President or the Board of Directors. During any absence or inapacity of the Presiden t, the Vice-President shall be site acting chief executive officer of the Corporation, samming the duties of the President until the President's resumption of SAM or tantil otherwise directed by the Board of Director s. 6 SDNY_GM_00013573 CONFIDENTIAL CONFIDENTIAL FirstBankPR000736 EFTA_00124216 EFTA01269383 (c) The Tenure shall have the custody of all books of account Corporation. He shall disburse the and the funds end seconder of funds of the Corporation in payment the vouchers for such disbursements. of hut danands against the prope He or she shall render an annual repor r benefit of shueboldees concerning t to the Board of Directors for the the finances of the Cognation. The duties as ate incidental to his or her Treas ure slut perform such other office and natant required by the Duncan. The Tenure shall hold President or the Board of office at the *Lae of the Bond (d) The Seretary shall have custod y of the sal of the Corporation; shall behalf of the COtpOOLOCO as dull be conduct such correspondence on required by the Presidenc and skull discha from time to time at may be required by rge such additional duties the President oe the Bond of Directors. notices required for the bolding of The Secretary shall issue all meetings of the Bond of Directors minutes of all meetings of and of shareholders; shall keep shareholders; shall pedant such additional Secretary's offien end shall hold office duties as axe incidental to the at the pleasure of the Board. (0) The Assistant Secretaries and the Assinant Treasurers, if any, in gener shall be assigned to them by the al, shall perform such duties as Secretary or TrellitIts, respectively, or Directors. by the President or the Board of SOCUOT 6— Sureties and Beve r In cue the Board of Direaors shall so requite„ any officer, employee or execute to the Corporation a bond its such agent of the Cognation shall sum, and with such surety or suretie conditioned upon the faithful perfor s as the Board of Directors may direct mance of his or ha duties to the , negligence and for the accounting for all Corporation property, funds or secu.ities of the Corporation, including responsibility foe her hands. viral may come into his or fl eaOther Corporations: Whenever the Corporation is the bolde Corporation as such shareholder (inclu r of shares of any other corporstion, any ding the attendance, acting and voting at share right or power of the of waivers, consents, proxies or othe insuu holders' meetings and execution tnents) may be exercised on behalf of the such other person as the Board of Dr:rec Corporation by the President or tors may ttlitilOti2C. Seetion 8 — Compensation of Office rs; The Offitea shall receive such salary or compounders as may be fixed and determ Directota. Any payments made to an office ined by the Board of r of the Corporation such as convention, honor, interest, or rent or entertainment expense incurred by hin or her, which shall be disallowed in whole expense pursuant to the Internal Reven or in part as a deductible ue Code of 1986, as smerided,u applicable to reimnused by such office of the Corpocation the US. Virgin Islands, shall be to the full extent of such disallowance. It Directors, as a Board, to enforce paym shall be the duty of the ent of each such amount disallowed. In lieu of to the determination of the directors, propo payment by the officer, subject rtionate 'manna may be withheld from until the amount owed 10 the Corporation furore compensation payments has been recovered. ARTICLE V - SHARES OF STOC S Section 1.- rntifie.telt of Stock (a) The certificates septacinting abates of the Corporation shall be in such form as Bond of Directors, and shell be numbered shall be sapped by the and registered in the order issued. They name and the number of shires, and shall shall bear the holder's be signed by (t) the Chairman of the Board or the President, and 7 CONFIDENTIAL CONFIDENTIAL FirstBankPR000737 S0NY_GM_00013574 EFTA_00124217 EFTA01269384 * the Seactery ra Traumm . o any Assist ant Secretary or Assistant Tressure; seat and shall bear the corporate (b) No certificate representing duxes shall be issued oriel she full amount paid, except as otherwise permitted of consideration therefor has by law. been (c) To the extent permitted by law, the Board of Dittos* may lothorize fractions cf • share which shat entitle the issuance of catificates for the holder to exercise voting rights, receiv liquidating distributions, in proportion e dividends and participate in to the factional holdings; or it may the Sir value of factions of a authorize the payment in rash of share as of the time when those determined; or it may authorize the taititkd to receive such frictions are issuance, subject to such conditions as may iv registered or bearer form over be permitted by law, of scrip the signature of an officer or agent of then= provided for full shams, but the Corporation, exchangeable as cud, sap shall not entitle the holde except as therein provided. r to any rights of a shareholder, ICSlistia-ddlatOrDettlgysictrtifseag is The holder of any artifieste representing shams of the Corporation shall nome of any loss or destmetion of the certificate diately notify the Corporation representing the same. The Commode place of any certificate thetetofore issued . may issue a new certificate in the by it, alerted to have been lost or destro evidence of loss or destruction as yed. On production of such the Board of Directors in its discretion require the owner of the lost or destro may require, the Board of Directors yed certificate, or such owner's legal re may bond in such nor as the Board may presentatives, to give the Corporation a dicta, and with such surety or sureties indemnify the Corporation against any as may be satisfactory to the Board claim, loss, liability or damage it may suffer , to new certificate- Anew certificate on account of the issuance of the may be issued without requiting any such of the Board of Director; it is proper evidence or bond when, in the judgm so to do. ent Ssiainsaamadtanhiru: (a) Transfers of share of the Corpo ration shall be made on the share record holder of the record thereof, in person or s of the Corporation only by the by his or her duly authorized attorney, certificate or certificates representing upon surrender of the such shares, with an assignment or power or delivered therewith, duly =anted, with of transfer endorsed thereon such proof of die authenticity of the ;imm transfer and of payment of transfer taxes ure and of authority to as the Corporation or its agents may require. (b) The Corporation shall be entitled to teat the holder of record of any share owner thereof for all mimosa and, or shares as the absolute siecoedingly, shall not be bound to recognize claim to or interest in, such share or share any legal, equitable os other s on the pm of any other person, wheth express or other notice thereof except er or not it shall have as otherwise expressly provided by law. (c) No shareholder shall sell, convey, assign or otherwise transfer any of his or first offering the sa me to the Cape her shares of stock without tian, at the lowest price at which the shareholde the sans; end the Corporation shall r is wining to dispose of have thirty (30) days within which to accep notify the shareholder of its election t same; the Corporation shall in writing If accepted by the Corpo promptly mom the shares of stock to ration, the shareholder shall the Corporation, and the Corporation shall the Corporation rejects the offer, then promptly pay therefor. If the shareholder shall offer the stock to under the same terms as offered the remaining share-holden to the Corporation, and the remaining shareholde days within which to collectively or indivi rs shall have thirty (30) dually accept same in writing. If the remai the offer, that the shareholder shall have ning shareholders reject the right to sell the stock at the same which it was offered to the Corporation or greater price than that at . ff the shareholder shall desire to sell that ;nigh)* quoted to the Corporation rho stock at a laser price than , the shareholder must then repeat the process of offering same for 8 CONFIDENTIAL CONFIDENTIAL FirstBankPR000738 S0NY_GM_00013575 EFTA_00124218 EFTA01269385 sale to the Corporation and the shareh olders in rum. In no event shall the a lesser price than that at which durehokler sell his or her stock at he or she offered the same to Corporation shall not be transferred or the C,otpontion Shares of stock sold until the rale or transfer shall have in this Directors and approved by them. been repotted to the Board of No shareholder than pledge as collate obtaining. the cornett consent of a ral for indebtedness any of his or her majority of the denotement! members shares of stock without hint Corporation. of the Board of Direceon of the A•rtion 4 Record Dam In lieu of dosing the share records of the Corporation, the Board of Dimm exceeding fifty (50)days, nor fewer than ers may fix, in advance, • date not receive notice of or to vote at, (10)days, as the record date for the determ any meeting of sharehoidea, or to conse ination of shareholders eroded to the purpose of determining the shareh nt to any proposal without a meeting, olders entitled to receive payment of any or for or for the purpose of my other action dividends, or allotment of any rights, . U no record date is fixed, the shareholders entitled to notice of ono record date for the deraminaticm of vote at a meeting of shareholder shall next peteeding the day on which notice be at the dose of Imsiness on the day is given, or, if no ace= is given, the day that the record date for determining the on which the meeting is held, except eligibility of shams to be voted on at any fewer than 20 days nest preceding decree for directon, shall be no such election of directors; the record other purpose shall be at the close of date for determining shareholders business on the day on which the resolu for any adopted. When a determination of tion of the Directors relating thereto shareholders of record entitled to notice is shareholders has been made as provid of ea to vote at any altering of ed for herein, such determination shall the Directors fix a new record date for apply to any adjournment thereof unless the adjourns meeting. RitTIOfit OW/DENTS Subject to applicable law, dividends may be declared and paid out Many hinds such amounts, and at such time or times available therefor, as often, in as the Board of Directors any determ ine. ARTICLE VII - FISCAL YEAR The fiscal year of the Corporation applicable ISINV. shall be fixed by the Board of Directors from time to time, subject to ARTICLE VIII - r.ORPORATE SP AI Sr-don 1— Seat The Corporate seal shall be in such form is shall be approved from time The Board of Directors may audoonze one or to time by the Board of Directors. more duplicate seals and provide for the custody thereof. SsationLLAtrudaglcal: Whenever the Corporation is required to the requirements of any Ism rule or regula place its corporate oral to a document, it shall tion relating to a corporate seal to impre be sufficient to meet thereof adneent to the signature of the ss, affix or reproduce a fanimile authorized officer. 9 CONFIDENTIAL CONFIDENTIAL FitsiBankPR000739 SD NY_GM_00013576 EFTA_001242 I 9 EFTA01269386 ISTILLEISLAtablIthiSZEES AD Bylaws of the Corporation shall Affirmative vote of shareholders be subject to alteration or repeal, and holding of record in the aggregate new Bylaws may be made, entitled to vote in :he election of at last a majority of the outstanding by the Dimmer at any annual or special meeti slums or waiver of notice of such meeting ng of shareholders, provided that shall have summarized or set forth the notice in full thetein the proposed amendmen t. Section v - By Directors: The Board of Directors shall have the Board of Directoa Ad have power to make, adopt or amend Bylaw no power effectively to thaw the s of the Comorthion, except that Board of Directors, or to effectively quorum for meetings of shareholde change any provisions of the Bylaws with rs or of the the ailing of mouicies in the Board respect to the removal of directors resulting horn removal by the shareh or shareholders entitled to vote with olders; provided, however, that respect thereto as in this Article IX the Bylaws made by the Board of Dutton above -prov ided may alter, amend or repeal by a majority vote of the shatehokkas. election of Directors is adopted by the If arty Bylaw regulating an impending Baud of Directors, that effectively amen the method, notice, quorum necessary ds or repeals a regulation concerning or otherwise substantially affecting the election of the Board of Directors, there maw for conducting an impending shall be set forth in the notice of the election of Directors, the Bylaw next meeting of shuebolders for so made and adopted together with a emith the e statement of die changes made. ARTICLE X - INDEMNITY Any person who was or is • potty or is threatened to be made a party completed action, suit or proceeding, to any threatened, pending or whether civil, criminal, administrative or ladle right of the Corporation) by or investigative (other dun an action reason of the fact that he or she is or was by of the Corporation, or is or was servin a director, officer, employee or agent g at the request of the Corporation as another corporation, partnership, joint a direct or, office r, employee or agent of venture, trim or other ear:mese, may be against expenses (including attorneys indemnified by the Corporation fees), judgments, fines and amounts incurred by him or her in conne paid in settlement actually and reasonably ction with such action, suit or proceeding manner he or she reasonably believed if he or she acted in good faith and in n to he in or not opposed to the best respect to soy oimind action or interests of the Corporation, and with proceeding, he o: she had no reasomble uolowfui muse to believe his or her conduct war The termination Many action, suit or proce of nolo contendae or its equivalent, shall eding by judgment, order, atittlarrent, trot, of itself, ante a presumption that cot:simian, or upon a plea and in • manner which he or she reason the person did nor act in good faith ably believed to be in or not opposed the and with respect to any criminal action to bat interats of the COrpOradron, or proceeding, had reasonable cause unIswful. to believe that his or her conduct was Any indemnification under the forego the specific ease upon a determination ing provisions shall be made by the Corpo ration only as authorized in that indernniacation of a director, office eircurnstanoes because he or she had r, employee or agent is proper in die met the applicable standard of condu shall be made by the Board of Directors ct set forth above. Such detennittatm by a majority vote of • quorum consisting e to such action, suit or proceedings, or of Directors who woe not parties if such a quorum is not obtainable, or disinterested Directors so directs, by indep even if obtainable and the quoram of endent legal counsel in a written opini on, or by the shareholders. Expenses Inwood in defending a civil in advance of the final disposition of or criminal action, suit or proceeding such action, suit or proceeding as autho may be paid by the Corporation specific case upon receipt of an under rized by the Board of Directors in the taking by or on behalf of the Director, office r., employee or agent to repay such 10 CONFIDENTIAL CONFIDENTIAL FirstBankPRo00740 SD NY_GM_00013577 EFTA_00124220 EFTA01269387 amorists unless it shall ultimately be detemenn ed that he or she n traded to be indemnified herein authorized by the Corporation u The inderooffication herein provided by this Section shot not be deemed =elusive of say other which those sating indensnifiation may nghts to be eatided under any bylaw. agreement. disinterested Bracket or otherwise, both as to vote of stodtbolden or action in his or her official opacity and as to capacity vitae twang such offs«, and trhall action n mother continue as to s person who has cased to be a employ= or vent and shag inure to thc bent& Direct«, office:, of the heies, cratmors and admthisorrion of mil person. The Corporation may perdu« sad manosin usursricc on bthal.f of say pence who io ce rats officer, employee or seem of the Cot option a oho:coot. or is or was serving at the request of die Corpora Officer, Employee or Agent of another capcmitioot, tion as a Dkeetor, primers* joint venture, trust or other enterprise ability asserted strains* his and incurred by hen or Wiest any her u my such apathy or ariosig out of his or her whether or sot the Caporation would have the status as such, poster to indemnify him or her against ouch fabihty provisions above set forth. under the For pompous of this Anide, references to "the Cosporation" shit include, in addition to the rcsultirlr ouporation, any cooratuatt capitation (ndoding any covalence/ of a constituent) absorbe merger which, Wits sepsis« existence bad eratintse d in a consolidation or d, would have had power and authority to indemnify officas, sad employees or agents, so that aq pcnon its who u or vac a Directs, Offices, Employee or AgentdirsclOth constituent empower..., or is or was serving at the of such request of such constituent °spatulas as a &rector, O,0#1Othe a Wet of another toopees officer, tion, maramship. Mint venture trust or other enterpris position under the provisions of this Section with respect e, shat stand in the sane ode resulting or surviving coq oration as he or she would have with respect to nick monatuent capontion if its separate exists-ace had continued. The amouot of indemnity to which my officer or Ilitector may be mod« sisal be fired by the Bond of Direction, excerpt that it any case where there is no disintere sted matority of the Board arailsble, the unownt shall fixed by arbitration parsons to the then =Slog ml be es of the American &titration Association. Adopted Si. al! day of November.= I at the meeting of the Inceepormaes. If CONFIDENTIAL CONFIDENTIAL.„, SDNY_GM_00013578 EFTA _00 I 2422 I EFTA01269388 1 First Bar* Virgin Monies Corporate Resolution I, the undersigned Secretary. hereby certify to FestBank. that eta meeting of the Board of Directors of Cypress. Inc a corporation organized and existing ('Corporation') under the laws of V.S. Vile" Winds duly called and duly held on the 5 day of AEA , 2012 Said Resolurons have bean entered the following Resolutions erre duly upon the regular minute books of the adopted. and that tie tome and effect. Ceeporab 0n, are In accordance with the Breaws and are now in full RESOLVED: 1. The Officers of Corporator. or any one Firsteank and Its subsidiaries and of Or DIM& them. are hereby authorized to open a bare account or accounts from time (Bah being hereinafter refined to as 'Sante) to time with or tries as hoof they may designate. for and in the name of Corporation with such etie 2. The President and Secretary Mese a Tee «none) aierecesie ea. enema Name beekkeesee of Corporation, signing singly tax Mama nary erne veers tie. wane any and their successors and any other paten M.He) hereinafter authenzed by any means to sign are hereby authorized to sign. by hand or by on behalf of Corporation (*Authorized Persceese) acceptances and other :nstruments (hone:s facsimile (includin g, but not limited to. computer generated) egreature(s)• cheeks. Person is authorized singly to: (1) initiate ee each collectively referred to as ltem(st drafts. ). Automated Clearing Mouse CACH1 debits without Notvethstarding the above. any Authorized Deposeory Transfer Checks (*Dlte) without a a signature: (2) Mete payments signature other than the name of Corporation by means other than the signing of an eam with ported on the DTC: or (3) give instructiouse by of withdrawal of funds by wire. computer or other respect to any account transactor', 'nth/ding. but not limited to. the payment transfer ns, electronic means, or otherwise, or of money. or Bank for account of Corporation rinstrucbonee Credits, gems or properly at any lime held by 3. Bank is hereby authorized to honor and pay hems, v./tether signed by hand or by facsimile generated) signature(s) If the actual or purporte (including, but not limited to. computer filed with Dank by Corporation and other d facsimile signatures(s), regardless of how or by whom affixed, resembles the specimens orders. DTCs. ACHs. 8nd Instructions. given singly authorized to honor and pay OTC,. ACtis. Instructio by any Authorized Person. Bank a further ns. and other orders given triply by bring about cc increase an overdraft and such as any AildlOnited Person. ',lading such as may employee individually. without inquiry as to the may be payable to Or for the benefit of any Authonze d Parsec « other Officer to amount cecemst ances of the iSsuance the disposition of the proceeds thereof and without limit a' or as a. Bank is hereby authorized to accept for deposit, for other impression in the name Of Corporation without credit. or for collection, or «hems°. Items endorsed by any person or by stamp or inquiry as to the circumstances el the endorsem disposition of the proceeds. ent or any lack of endorsement or the 5. The President @tans De ni• pronslatinatted a sea LOWIlk Mixes,et. e.p, enieset wee insane lases. en) of Corporation,signing Weak tbscallOs Wien. et ae le be sprats-a. inch ear be are hereby authorOed to effect loans and soeances se) and obtain credit at any time for Corporation from Bank (and Corporation the obligations of others to Bank), secured guarantee on behalf of make. execute and deliver promissory notes and other or unseate d, and foe such loans and advances and ends and guarantees to written obegabons or evidence el indebtedness of letters of credit instruments of guarantee and indemnity and Corporator). applications for any agreern arts or rmdertalergs• general or specific. with respect to any of the foregoing. and as security for the payment of loans, advances. indebtedness, guarantees and liberties of, or Corporation or others to pecks, hypothecate, =Dieppe, assign. credit given to, thirster. grant :ens and security earnests N. give rights with endorse and deliver property of any description, real or personal respect ter. , and any interest therein and evidence of any thereof at any Corporation. and to execute mortgages. deeds of trust security time held by agreements. instruments of transfer, assignment ce pledge. powers attorney and other agreements or instruments which may be necessa of ry or desirable in cornecton therewith: and also to see to. or discount with Bank. commerce' paper. bills receivable, accounts recevable, Corporation, and to that end to endorse. assign, transfer and stocks. bonds or any other securitie s or property at any tine bee! dearer the same; to execute and deliver trauurents or agreeme by subordination and assignment satisfactory to Bank and also to give nts of disposiece of any properly or interest therein or evidence thereof belonginany orders or consents for the delivery, We. exchang e or other as collateral or othe wise. and to execute and deliver g to Corporation and at any time In the hands of Bank, whetter such other agreements. tristruments and documents and to do such other things as may be necessary or desirable or required by Bank in connecti acts and on with any of the foregoing and Bark is hereby authorized to honor. accept and execute any of the transactions described above. 6. AR loans. &ones and advances heretofore obtained on behalf of Corporat ion and all notes and other obligations or evidences thereof of Corporaton Plaid by Bank are hereby approved, retreat, and confirme d. 7. Corporation does hereby give to Bank a continuing ben for the annent of any and all liabilities and Obegatons of Corporaten to Bank ard claims of every nature and description of Bank against Corporation, whether Bank *nap with another or others and now or hereafter owing to acquirednow casting or hereafter alCUrfaa. Oligna.ly contracted with or in any matter by Bank whether contracted by Corporation alone or pertly and/or severalty with another or others, absolute or COntinge ne secured or unsecured, matured or uernatued upon any and all moneys. securities and any and all other property of Corporation and the proceeds thereof, now or hereafter actually or construc held or received by or in transit in any manor to or from Bank. its tivelY correspondents or agents from or for Corporation.. whether for safekeeping. CuStody. pledge, transmission, collection or othenrese coming right of set-off for the amount of the obligations. and Bank into the possessor) of Bare in any way. Bank shall also have a may at any time (general or special), Corporation's credits wild: Bank. cr Corporation's claims or tines and without notice apply Corporabon's deposits sues amours as Bank may elect although said obligations may against Bank, or are pars thereof, to such obligations and in be contingent Cr unnatural and whether any colateral therefore is deemed adequate or not. 8. Incase of conflicting darns or disputes. or doubt on Bank's part as to the validity, extent. modification. error-aeon or exerts° of any of the authoress herein contained Bank may but need not recognize nor purporting to cancel, restrict Or change any of said authoritie give any effect to any notice from any Officer. or from any other person. s, or the exercise thereof, triers Bank is required to do so by the judgment. decree or order of a court having jurisdicton of the subject matte, and of the parties to such conflicting claims or daPutes- Peelaa flan ifl4 a Cain* Of cestaank Pewee RICO —NSSWAR CONFIDENTIAL SONY_GM_00013579 CONFIDENTIAL FirstBankPR000742 EFTA 00124222 EFTA01269389 9. Corporation agrees to be bound by the 1erns and Conditions for Business Accounts end ticket checkbook, passbook statement of account, Services. as well as any signature card deposit wafer agreements. delivered or made evadable receipt rnstrunamt document or other agreements. such as. but rot limited to. funds to Corporation from Bank and by all notices account of Corporation Is manesined. in each posted at the office of Bank at which the case with the same effect as if etch and every made a pal hereof. term thereof were sot forth in full herein and 10. The Officers of Corporation or arty one or relating to any of its business frith Bank more of them are hereby authorized to act for Corporation in as other matters and transactions including but not frnited to. the execution to effect the foregong Resolutions. and delivery of any agreements or contracts necessary 11. Bank is hereby released from any liability and shot be indemnified against any loss. Resolutions. liability or expense arsine from honoring any of these 12. Subject to paragraph 8 above. each of Me foregoing Resoiutions and the wither:), thereby until written notice of revocation or mortification conferred snail retrain in full force and effect by presentation of now Corporate Resolutions and signature Bank provided that such notice shall not be effective with respect to any exorcise of said authalties untl, Bank cards shall be received by opportunity to act thereon and ;$1 no event prim to the shall have had a reasonable receipt thereof nor with respect to any checks or other elmoney or the withdrawal of funds dated on or prior to instruments, for the payment the date cd such notion but presented to Bank chorine Secretory or any Assistant Secretary or any other. Officer receipt execration or not, but with like effect in the of Corporation is hereby au thor:zed and directed to certify.cr such notice. The tatter case. to Bank the tangoing Resolutions, the under the seal of representatives of Corporation and any changes from names of time to time in the said Officers and representatives the Officers and other respective signatures. Bank may conclusively assume and specimens of that that execration continue as such until receipt by Bank of written persons at any time certified to it to be Officers or other representatives of notice to the contrary. I FURTHER CERTIFY that the persons herein designat ed as Officers of Corporation have been duly elected Corea-arm opposite their respective names an oral the relenting to and now hold the offices in the named signatories who are not Corporate °fleets. are the au therdk. official signatures or the said respective Officers to wit and of Name (TYPewritten or Printed) S2lOss jtmr fr sin President Vice President Darren Wake Secretary Richard Kahn Treasurer IN WITNESS WHEREOF. I have hereunto set my hand as Secretary and affixed the seal Cl the said Corporation It /9 day of 2012 \ \IIAAft.A, Tea AFFIX (CORPORATE SEAL) HERE • Nate: In Mee the Secretary is authorized to sign by the above Resolutions, Iris certificate should be attested by a second Officer of Corporation. CONFIDENTIAL SONY_GM_00013580 CONFIDENTIAL FIrstElenkPRO00743 EFTA_00124223 EFTA01269390 pm I First Bank Corporate Resolutions For Telephone( Virgin islands Telex/Facsimile/Written Instructions We hereby certify that at a Meeting of the Board of Directors of Cypress, Inc. A company duty organized and ensang under the laws of V.S. Virgin Island Heft at American Yacht Harbor on the 5 day Of Aprr , 20 12 . IT WAS RESOLVED 1. That the company issue in favor of FirstBank (the 'Bank') a Corporate Authorization and Indemnity Agreement For Telephone:Telex/Facsimile/Written Instructions in the form required presented to and approved by the Board of Directors by the Bank. a copy of such form having been 2. That Jeffrey Epstein President (Pew Nary Am Coyne, Ere) E Richard Kahn Treasurer, Jeanne Brennan and / Accountant Or (pry Pinled 0001,Yre be authorized to execute the said Authorization and Indemnity Agreem ent 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/Secreta ry of the corporation tiXs 5 day of Apra . 20 12 N Thsa iran..7;-, on InMs. Swan. Name ma IVO • Select One Frelerraloss *Mk • Pain o/Hstliwx Aavits Rep 11101AtIlialn S0NY_GM_00013581 CONFIDENTIAL CONFIDENTI&R ,,, EFTA_00124224 EFTA01269391 Corporate Authorization and Indem nity Agreement For Virgin Islands Telephone!TelerJFacsimile/Written Instru ctions 1. &Lynn, The uedersighed hereby requests and (Instructione) delivered by telephone or authorizes Arsedank (the Tank') to telex or written or facsimile tranurinsion accept and ad upon any instructions authorized to framed business with the given or purportedy Oren by a person Bank as Ebbrm on the corporate resolution a other or parsers to tune maintained in the lecoina evidence a advice of authority front time of the Bank 2. tigjaatecifixis. The undersigned accepts the risk that instnictais may be given Bank veil ham no Sabiay a responsibility by an unauthorized person and agrees that for acting in accordance with any the The Bank shall have no lability or responsb Instructions, whether or not genuine or duly ility fa any misunderstancings arising out authorized. of any telephone Instructions. 3. pugs. The security procedre agreed upon following individuals. Mother or not for vereying the authemidy of Instructio such or:Wadi has inflated any st.th ns is a cell back to any of the desynated below should not be persons !range% (The Bank recommends that who generally Issue Instructions. the Mesons someone other than the issuer of the instrUctio Whenev er possible, the Bark wit endeavor to call ns.) Name and Title Telephone Number (Include countzrAnals40 Jeffrey Epstein. President Richard Kahn, Treasurer Jeanne Brennen. Accouter* Alternatively• at the Barks option, the call back may be made to any person designated on documentation on file with the Bank for the the signattre cads or any other account undersigned's accounts as authorized to issue on sort account Instructions or otherwise transact business In addition to cal back the parties agree that for Instructions repaired by facsimile transmission. or in whether the Instructora Pared to bear the signatre wean). the Bank will deterrane or any ndvidutd who is designated on the dodimentatron on file with the Bank for the undersig current ned's account(s) as authorized to issue Instructions Wane cards or Caiet account such aconints. or otherwise transact business cr The security procedures and other terms Notaried in this Agreement sac apply to Neenah ertS and cancella understood that those secanitY procedures are designed to verity the authentic tions of Instructions. It Is ity. and not the correctness. of Instructions. The Bank may, at its option, record (electronically or dherwae) any cal back made pursuant to this Agreeme any ether intructions given by telephone and any other nt. Instructions or telephone discussions relating to Instruclions. The undersigned agrees that es rights and duties and those of the Bank hereunder shall be governed by be terms Terms and Conditions (as may be amended tram time to of the Bank's Account time) append* to the undersigners accounts at the Bat The agrees that the security procedures set forth herein undersigned cohabito a commercially reasonable method of providing uraldhOnZed Instructions. The underacned agrees to be bound by any Instruction. whether or rid sear* against name and accepted by the Bank in compliance with the security authorized. issued n the undersigned's hold the Bank harmless from any Ices suffered or liability procedure set forth herein and the undersigned agrees to indemnify and incurred by the Bank In. or arising from the Bank's execution of believed by the Bank in good faith to have been given (a Instructions signed In the case of any facsimile transmissi provided above. provided the Bank has complied with such on) by a person authorized as security procedure. 4 Bark Mav Orrititiern Or. It's understood that the Bank shall have no obligation to execute any Indruction crises ar4 Instruction is vended in accordance with the security procedures untl such set forth herein. and the undersigned will indernney and hold die Bank hanaless from any loss seared or agility retried by the Bank in refraining from processing an Instruction alter all reasonable (forts to Welly such thstniction in accordance with ties seamend have failed er a delaying the exaction of an Instruction urea such ver.fiction 's obtained. Upon nodal to tie undersigned. the Bank ray also. at its option. refuse to execute any Instruction or pert the fa Orly Other reason without incurring any responsibility for any loss. labity cc expense alsing out Of such refusal. 5. todernnitv The undersigned agrees to indemnify the Bank. ifs affiliates , subsidiaries and their dreads. officers. representatives and agents on demand for at losses. claims, damages or expense s (adding legal foes and debauch/ma) whch a or any of them may sutler or incur in connection with this Agreement, Including. but not limited to, acting or refusing to act on any Telephone or Telex or Famlinfle or Written Instruction. whether or not genuine or duty authorized. 6. Our continued issuance of Transfer Instructors following our receid, execution and return of this letter to the bank wit constitute our agreement to the security procedures and other terms sidetiated heroin. Account Holders: Ceders. Inc By: Darren I rdyke. Secretary Name(s) and Titled) Cern* Vtlel tette es • awed, VAnteentPair Rai CONFIDENTIAL SONY_GM_00013582 CONFIDENTIAL FirstBankPRO00745 EFTA 00124225 EFTA01269392