Account Type: Account Number: Sign. Req. Date:

Account Type: Account Number: Sign. Req. Date: Address: Tel: Name: Financial Strategy Group, Ltd. BIN: Min Name: Darren Indyke ‘3::›a_AA-2.4.A. &a/ C-4._ SSN: ID Type. No: Name: SSN: ID Type: No: Name: SSN: ID Type: No: vw 6 hereby sebowledgo basing mewed theDeposit Accoum Agreement.** First Bancorp infonnatim Sharing and Pine! Policy. and rho product ratesme km. Prepared by: Authorized by: NA 101E 7/2002 NisIS-0001 Instructions for completion Please print this form 3 times and complete in tripl kale inblue or black ink. Please insen the name of the company or the account tidoMick( account name. Pkase print the name of each authorized signatory to the account together with a sample of their Signature in each field under namolf titre ere more than four signatories pica= use additional signature cards as necessary. The Bank will complete the remaining fields. 'important* Please provide each signature card in triplicate with the original signatures (no photocopies). Firsthank it a subaliwy offers! Bancorp (NYSE:• FM' CONFIDENTIAL SDNY_GM_0001335t CONFIDENTIAL FirstBankPR000514 EFTA_00123994 EFTA01269198 Account Type: Account Number: Sign. Req. Date: Address: Tel: Name: Financial Strategy Group, Ltd. EN: Name: Darren Indyke sift -+4 11/4r VSSW: ID Type: No: Name: U SSN: ID Type: No: Name: SSN: ID Type: No: It/lc hereby ackikmledge having received the Deposit Account Agreement, the Pmt Banton) Information Shying and Privacy Policy, and the product rntra and fees. Prepared by: Authorized by• NA 101E7/2002 NNS-0001 rnstructione for corpplction Please print this form 3 times and complete in triplicate in blue or black ink. Please insert the name of the company or the account title under account name. Please print the name of each authorized signatory to ;be account together with c sample of their signature in each field under name. If there are more than four signatories please um additional signaturevanis as necessary, The Bank will complete the remaining fields. *Important.' Pkasc provide each signature card in triplicate with the original signatures (no photocopies). PirsiBank Is a subskftary of First Bancorp (NYSE: NEP CONFIDENTIAL SDNY_GM00013352 CONFIDENTIAL FirstBankPR000515 EFTA 00123995 EFTA01269199 CONFIDENTIAL Account Type: Account Nutnber: Sign. Req. Date: Address: Tel: Name: Financial Suategy Group, Ltd. _..E : Name:. n „--- SSN: ID Type: No: Name: SSN: ID Type: No: Name: SSN: ID.Type: No: I/We hereby aetneatalse 'Avian maim! the Deposit Account Agramenh the. Ant. Bancorp Information Skating and Privacy Polley. and the product rates sad foes. Prepared by: Authorized by 10IB 7/2002 NNS-000I InStructio for completion Please print this fourt 3 limos and complete in triplicate in blue or black ink. Please insert the name of the company.or the account title under account !WM Please print the name of each authorized signatory to the account together with a sample of their signature in each field under name. If tbere are more than tour signatories please use additional signature ea.-ds as necessary. Me Bank will complete the remaining fields. *Important* Please provide each signature card in triplicate with the original signatures (no photocopies). PirstBank Is a subslalkoy (Mrs Bancorp (ATM PAP SDNY_GM_00013353 CONFIDENTIAL FirstBankPR000516 EFTA 00123996 EFTA01269200 Account Type: Account Number: Sign. Req. Date: Address: Tel: Name: Financial Strategy Group, Ltd. EIN: Name: le Epst ....-r---' .....-e--- a1(...............„.... ) SSN: ID Type: No: Name: SSN: ID Type: No: Namc: SSN: ID Type: No: We hareby aclomwitdge bawds saved the Dcposit Account Agramccd, tla First NOGG, Information Sharing and his!" Policy, and ihe product nies and fas. Prepared by: Authorized by. NA IOIE 7/2002 NNS-0001 Insouctions for completion Please print this (MT 3 times and complete in triplicate in blue or black ink. ,Please insert the name of the company or the account title undcraccount name. Please print thelleThe of each arnhorind signatory to the account together with a sample of their signature in each field under name. If them are more than four signatories please . use additional signature cards as necessary. The Dank will complete the reresining fields. *Important* Please provide each signature card in triplicate with the original signatures (no photocopies). CONFIDENTIAL CONFIDENTIAL FirstBankPR000517 EFTA 00123997 EFTA01269201 Y4L. • Virgin hlands miSorN1w4 2-74* 7.747fiv.:V,vc I, the undersigned Secretary, hereby certify to FirstBank, that at a meeting of the Board of Directors of Financial. Strategy Group, Ltd. ("Corporation') a corporation organized and existing under the laws of U.S. Virgin Islands duly called and duly hold on the 9 day of May 2014 the following Restitutions -were du& adopted; and that the said Resolutions have been entered upon the regular minute books of the Corporation, are in accordarce with the By-Laws and are now in full force and effect. 1. The. Officers of Corporation, or any one or more of them, are hereby authorized to open a bank account or accounts from gime to tme with FlrstBank and its subsidiaries and affiliates (each being hereinafter retorted to es 'Bank') for and in the name of CoirporatIon with such title or titles as he or they may designate. 2. The President and the Secretary (Indicate try TO, person(s) ennoraead, e 9., PresCen , Treasurer, Bookkeeper. etc.) • of Corporation, signing singly (Rat pt.rpota of StertIrg items, InOcatto e.g., stagy, gay two etc) and their successors and any other person hereinafter authorized by any means to sign on behalf of Corporation ('Authorized Person(sy) are hereby authorized -to sign, by hand orby facsimile (Including, but not limited to, computer generated) signature(s), checks. drafts. acceptances and other Instruments (hereinafter each collectively referred to as "Item(s)'). Notwithstanding the above,- any Authorized Person is authorized singly to: (1) Initiate Automated Clearing House CACH') debits without a signature; (2) initiate• payments by use of Depository Transfer Checke(:a:1TC') without a 'signature other than the name of Corporation printed on the OTC; or (3) give Instructions, by means other than the signing of an Item, with respect to any account transaction, including, but not limited to, the payment, transfer or withdrawal of funds by wire, computer or other electronic means, or otherwise, or of money, credits, Items or property at any lime held by Bank for account of Corporation ('InstructIons'). 1. Bank is hereby authorized to honer and pay Items, whether signed by hand or by facsimile (Including, but not limited to, computer generated) sIgnature(s) If the actual or purported facsimile signatures(s), regardless of how or by. whom affixed. resembles the specimens filed with. Bank by Corporation and other orders, DTCs, ACHs,. and Instructions, given singly by any Authorized Person. Bank Is further authorized to-honor and pay DTCs, ACHs. Instructions, and other orders given singly by any Authorized Person, including such as may bring about or increase an overdraft and such as may, be payable to or for the benefit of any Authorized Person or other Officer or employee individually, without inquiry as to the circumstances of the issue nce.or the disposition of the proceeds thereof and without limit as to amount, 4. Bank Is hereby authorized to accept for deposit, for credit, or for collecton, or othenvlse, items endorsed by any person or by stamp or other impression in the name of Corporation without inquiry as to the circumstances of the endorsement or any tack of endorsement or that disposition of the proceeds. 5 Tho President of Corporation, signing pokes by T!se pitscn(3) IOV,crized to feta Tear,. Advance. etc., a Q., Preskrent. Vice Proscierz Trelaurer, eta) singly • Incicate hOed Notes, etc. We le be signed, e.g., 'Jogai soy Me, etc.) arc hereby authorized to effect loans and advances and oatain credit at any time for Corporation. from Bank (and guarantee om behalf of Corporation.the obligations of others to Bank), secured or unsecured, and.for such loans anti advances and credit and guarantees to make. execute-and deliver promissory notes and other written obligations or evidence of Indebtedness of Corporation, applications for letters of credit, Instruments of guarantee and Indemnity and any agreements or undertakings, general or specific, with respect to any of the - • -- for. hp Achtimant of leans. advance& indebtednesS, guarantees and Iabilitles .of, or credit given to, Corporation or .• 7 71.t. .4..r!!..urh reenent to. endorse and rz3ttitc,' CONFIDENTIAL SONVGM00013355 CONFIDENTIAL FirstBankPR000518 EFTA 00123998 EFTA01269202 9 Corporation agrees to be bound by the Terms and Conditions for Business Accounts and Services, as well as any signature card, deposit ticket, checkbook, passbook, statement of accoun:, receipt Instrument, document or other agreements, such as, but riot limited to, funds transfer agreements delivered or made available .to Corporation from Bank and by all notices posted at the office of Bank at which the account of Corporation is maintained, in each case with the same effect as if each and every term thereof wore set forth in full herein and made a part hereof. 10. The Officers of Corporation or any one or more of them are hereby authorized to act for Corporation in afi other matters and transactions r6aUng to any of its business with Bank Inducting, but not limited-to,the execution and delivery of any agreements or contracts necessary to effect the foregoing Resolutions. 11. Bank Is hereby released from any lability and siva'_ be indemnified against any toss, liab.lity or expense arising from honoring any of these Resolutions, 12. Subject to paragraph 8 above, each of the foregoing Resolutions and the authority thereby conferred shall remain in full force and effect until written notice of revocation or mcdincation by presentation of new Corporate Resolutions.and signature cards shall be received by Bank; provided that such notice shall not be effective with respect to any exetise of sakl authorities until Bank shall have had a reasonable opportunity to-act thereon and in no event prior to the receipt.thereof nor with respect to any checks or other instruments. for the payment of money or the wandrawal of funds dated on or prior to the date of such notice, but presented to Bank after the receipt of such notice. The Secretary or any Assistant Secretary or any other Officer of Corporation is hereby authorized and directed to certify, under the seal of, Corporation or not, but with like effect In the latter case. to Bank the foregoing Resolutions, the names of the Officers and other • representatives of Corporation and any changes from time to time.in the said Officers and representatives and specimens of their respective signatures. Bank may conclusively assume that persons at any time codified to it to be Officers or olherreprosontallves.of Corporation continue as such until receipt by Bank of written notice to the contrary. I FURTHER CERTIFY that the persons herein designated as Officers of .Co-poration have been duly elected to and now hold the offices In Corporation set opposite their respective•names and that the following are the authentic, official signatures of tho.sald respective Officers and of the named signatories who are.not Corporate Officers, to wit: • Name (Typewritten or Printed] Jeffrey Epstein ) Darren Indyke - Richard Kahn.Office President Vice President Secretary Treasurer Ct.k.cor 110,4 galm, IN WITNESS WHEREOF, I have hereunto set my hand as $ecretary and affixed the seal of the sald Corporation this ••Attest (Second Officer) Secretary day of CONFIDENTIAL SONY_GM_000 13356 CONFIDENTIAL FirstBankPR000519 EFTA 00123999 EFTA01269203 GOVERNMENT OF TEA:VIRGIN ISLANDS OF THE UNITED STATES OFFICE OF ME LIEUTENANT GOVRRNOR DIVISION OF BANICWIO AND INSUMNCE cEntitEttaot moms= Thins to certify that in accordance with Tile 9, Chapter 25, Subchapter I of the Virgin Islands Code, whichprovides for the regulation of the business ofIntetwailonal Banking Entitled in the Virgin Islands, FINANCIAL STRATEGY GROUP; LTD. t/6100 Rod Rook Qfrs Suite B3 St.Thomas, VI 00802 has filed to this office all the documents,reqtated by law, has complied with the terms of its Incorporation and lasts of the Virgin Wands, and has fiintished.satLybetoty evidence of such charaCter as to entitle it to 0onduct business as a: INTERNATIONAL BANKING ENTITY Host; Therefore, I, John D. MiLlonald, Director, in pursuance of the authority vested in me, do hereby authorize the above-named entity to transact business in the Virgin Islands of the United States. This C'ettlficytte ofitoensure is valid from January 1,2015 to beeestilier 31, 2015. Renewal of this Certificate olLicensure trsequired annually upon ewirallon as of tile 31° day of &caliber, and it may he suspended or revoked as provided by law, 4,4\ nliki(4, vSk ' kel.\ tOpi• OYA4 (14\r/171 4 tr. 614), A to fits: '14 %!..7 • vta ..sr FEBi. $10,000 Chien under this Seal ql the Government of the Virgin Wands of the United States, at Charlotte Amalie, St. Thomas, this 22id day of DECEMBER, 2014. Q,:sst (SIM D. MCDONALD )keotor Division of Banking and Insurance CONFIDENTIAL SDNY_GM_000 13357 CONFIDENTIAL FirstBan k P R000520 EFTA 00121000 EFTA01269204 Commercial Checking Sign. Req. ICOM 1 • Dale: rTh.VIS' 6100 Red Hook Quarter II) Home: St. Thomas, VI. 00802 Work: Name: Southern Country International LTD SSN: ID 'type: No: Name: Suporsoding-Curront-Ronon . r) VrO SSN: ID Type: No: Name: .43,- Data:21241L. initial. SSN: ID Type: No: Name. SSN. ID Type: No. Me hereby acknowledge having received the Deposit Account Agreement, the First BanCorp Inforniation Sharing and Privacy Policy, and the product rates and fern. Prepared by I.Ocerge Authorized by: Commercial Checking Sign. Req. ICOM Date: 01/02/IS 6100 lied I look Quarter BI Home: St Thomas, VI. 00802 Work: Name Southern Country International UM SSN: ID Typo. No: Name SuperscdIng•Current-Ruason inn %1X-SSW: ID Type: No: Name: Ckall57--.} 21921IL Date' • -L. Initial* SSW: Jo my: No: Name: pppyyyNo: SSN: ID Type: //We hereby acknowledge having received the Deposit Account Agreement, the Full BanCorp Information Sharing and Privacy Policy. and the product rates and fors Prepared by .1.George ( Authorized by CONFIDENTIAL SDNY_GM_00013358 CONFIDENTIAL FirstBankPR000521 EF1A_00124001 EFTA01269205 CERTIFICATION OF BENEFICIAL OWNER(S) The information contained in this Certification is sought pursuant to Section 1020.230 of Title 31 of the United States Code of Federal Regulations (31 CM 1020.230). IA Person opening an account on behalf of a legal entity must provide the following Information: aill. 1. S Name and title of Natural Person Opening Account JEFFREY 4. Name and type of Legal Entity for Which the Account is Being Opened SOUTHERN COUNTRY INTERNATIONAL LTD. 2. Last Name EPSTEIN 3. Middle Initial 4a. Legal Entity Address 6100 Red Hook Quarter 83 I 4b. City St. Thomas 4c. State USVI 4d. ZIP/Postal Code 00802 SECTION .I (Toadd additiOnn)individuala See page 3) Please provide the following information for an individual(s), if any, who, directly or indrectly, tivough any contract arrangement, understanding, relationship, or otherwise owns 20% or more of the equity intoretts of the legal entity listed above. Check here U If no Individual meets this definition and complete Section II. 5. lil Name Jeffrey 6. Last Name Epstein 7. M.I. E 8. Date of Birth 01/20/1953 8. Address 6100 Red liook Quarter 63 10. City. St. Thomas 11. State USVI 12. ZIP/Postal Code 00802 13. Country USA 14. SSN (U.S. Persons, Norttl.S.Persons) 15. Identification Number (SSW,, Passport Numberor Other sinter kientiboonnumb04 13a. State of Issuance: USA 15b. Country of Issuance: USA 16. Ownership % 100 NOTE: In Ifeu era passport number, Non-U.S. Persons may also orovide a Social Security Number, an alien identification card number, or number and country of issuance of any other government.; sued document evidencmg nafionahly or residence and bearing a photograph or singer safeguard. SECTION Ii Please provide the following information for an individual with pianificant resoonsibility for managing or directing the entity, including, an executive officer or senior manager (e.g., Chief_Executive Officer, Chief fInandal Officer, Chid Operat ng Officer, Managing Member, General Partner, President, Vice President, Treasurer); or My other individual who rogulady pedotms similar functions. 17. First Name Jeff:Ill18. Last Name Epstein 19, M.L E 20. Date of Birth 01/20/1953 21. Address 6100 Red Hook Quarter 83 22. City St. Thomas 23. State USVI 24. ZIP/Postal Code 00802 25. Country USA 26. SSN SSN (U.S.Persona f Non-U.S. Persons) 21. identification (SSNPasspcitNumberOtolheraintar 2Ta. State of Issuance: USA 27b. Country of (nuance: USA FICITC: in Neu of e passport number, Non-U.S. Persons may arso provide a Scowl SocudyNumber, an ellen identification card number, or number and country of Issuance of any other government -issued document ;dancing naHonaMy or residence and bearing a photograph or similar safeguard. I, JEFFREY E information p financial ins Sigel's= NNNO.1618-0418 CONFIDENTIAL IN (no of person open! tided hereini true and Mien written no mend, hereby certify, to the best of my knowledge, that the yof the above Mentioned Information changes I agree to provide the es. OXI IL orterocirtrrn CONFIDENTIAL soNy_wm643359 FirstBankPRO00522 EFTA 0012400? EFTA01269206 Legal Entity !demi tier (Optional): CONFIDENTIAL SO NYdlk4e 6103360. CONFIDENTIAL FirstBankPR000523 EFTA_001 24003 EFTA01269207 AMENDMENT TO THE ARTICLES OF INCORPORATION OP FINANCIAL STRATEGY GROUP, LTD. We, the undersigned, do hereby adopt the following amendments to the aftwassugragi Article I shall he deleted in its entirety and amended to read as follows: ARTICLE I Corporation (hereinafter referred to as the "Corporation") 18,90851PMAIWIKeniftkilbi mstarstvornionowitt Ankle TV shalt be deleted in its entirety and amended to read as follows: ARTICLE TV The total number of shares of all classes of stock that the Corporation is authorized to issue is fOne Hundred Thousand (100,000) shares of common stock at $5.00 par value and One Hundred Thousand (10000) shires of preferred stock at 81.00 par value with an 8% coupon. The minimum amount of capital with which die Corporation will commence business is. One Hundred Thousand Dollars (8100,000). CONFIDENTIAL [signature page follows) CONFIDENTIAL• SDNY_GM_00013361 FirstBankPR000524 EFTA_00121004 EFTA01269208 TERRITORY OF TEE UNITED STATES VIRGIN ISLANDS ) DISTRICT OF ST. THOMAS AND Sr. JOHN our mines this iStt day of March, 2015. Richard Kahn, Treasurer The foregoing instrument was acknowledged before me this _____ day of March, 2015, by. Jeffrey E. Epstein. STATE OF NEW YORK • COUNTY OF NEW YORK Notary Public tih The foregoing instrument was acknowledged before me this I c•—) day of March, 2015, by Darren K. Indyke and Richard Kahn. C494-akktailth Notsuy Public NARK AVOW NOTARY PUBLIC-STATE OP NEW YORK No. RIAV6E1.3/16 Qualified In Richmond County My Conunlulon Dplros 0:±cloto/t 14, NH CONFIDENTIAL SDNY_GM_00013362 CONFIDENTIAL FirstBankPR000525 EFTA_00121005 EFTA01269209 Mr:2n Wort. I. tie undersigned Seaesary, hereby ce.ftIfy to FirstBank, that et a meant) of the Board of Directors Of Corporate Resolution Southern Country international LTD (tow:onion" e oorpontko organized end existing under the laws of U.S. Virgin Islands • • duly opted and Oily lend on the - 2 . day of • the following Resolutions were duly adopted, and that rhe • sad Resolutions have been °rano upon the regular minute kooks of the Corporation, are In accordance with the By-Laws end are now in lug force and effal. RESOLVED: 1. The Officers of Corporation, or any one or more of them, ere.hofeby authorized to open a bank account or accounts from lire to time with rkstBank end as stibildiartes and anktatos (each being hereinafter referred to es 'Bank) for and In the name of Corporation:with such tale or Mies as he sexy may designate. . . 2. The President and Secretary takeebylae renionsHankonses oe,Presisant Traware. llocartitto Wci of Corporation, signing ' slot tree omen a .inecste ". • ' and theft successors and:any other Person hereinafter authorized by any Means to sign. on behalf of Corporation (Authorized Perion(iT) are. hereby authorized to Sign, by hand or by facsinalo (Including, but sal limited 10, computer generated) signature(s). Macke, drafts, • acceptances and Other instruments thereinafter each collectively refuted tO as item(s)). Notwithstanding the above,' any Authorized Person Is authorized singly to:' (1) Initiate AutonuMed Clearing House (ACK" aotriteinthout a signature; (VMal 'e *Imam er s use of Dopos tory Transfer CheOks cDTC') without a signature other than the name of CorpOrstion printed onthe D C: or (a) glue Inerrant:M., by means other than the :Signing of an Item, with respect to any account transaction, blending. but not tinted to. the payment. transfer or withdrawal of fonds by wire, computer or Other electrOnle cogent,. orotherwise, or of•money, crocks, lens or property at any lime held by Bank for account of Corporation rInstruClatn. . • 3. •Bank Is hereby aCtborltild..10 nonce-end par Items. whether signed by hand •ce by facsegle (Including, but not limited to, computer generated) sIgnalaral) If the actual or purported thcalmile signatures(s), regardless of how or by whom affixed. resembles the specimens • Ned with Bank by Corliotalthin end other orders. Urns. ACHE, and Instructions, given &NA by any Authonzed Person. Beak I. further authorized hp honor and pay OTC'. ACIfe. Intirocada, and other orders Oven singly by spy Authorized Person, !Wading such as may bring about or thanes an.oventreft and such as may be payable to or for to benefit of am AuglortzeoPerson or Other Officer or employee irdlefelallY. without IngokY at to the &andantes of the Issuance Co the disPOsidOn of the proceeds thereof and without lmu as to amount • • . 4. Bank is hereby authorized to accept for deposit, for anal,. or (or coliedlOO, OrOlhenslis, items endorsed by any person or by stamp or other impression In the name of :Corporation without inoulry at...th the circumstances of the endorsement or any tack of endorsement or the disposition of the proceeds. ' ' 5. The President Oates by-1 ot‘reentoeithertnd sereled losisawarynces. alo.sg..hssicisalAirearssidont trwtrow. Of Corporation, signing arc* . • • Watt hay/NO...Ma iMasionect e*. anaq fat MIA IMOI •are hereby authOrtOd to elect thane and advent:ea and obtain omelet any lime tot. Corporation from Bank (end linonthiell 00 Well be' Corporation the Otligalfons of often to Bank), secured or unseated. and for such loans and athences and craft anctguaranktere 10 Mak execute and deihmr.prornissory notes and other wriften algatiorts Cr evidence of indebtednela of ,Cetpgrelkin. applicaSonslOrletten.C4 Crectl. Instruments of guarantee and indemnity and any- agreemats or undertakings. -general or speak.. with 'respect to any Of the foregoing, and es security falba payment of.therni. advances, Indebtedness. guarantees and SablaleS of, oreaMt guano, DerPeretiOn•OC others to pledgehypotheotte, mortgage, sedge„tronsfer, grant liens and sectultylniereste in, gale rights-with respect to, endorta;arld, delver prepay of any descapan, real or personal, andiany Interest Moran and erldenoe of any thereof a any erns held-by Corporation,' and tommorth mortgagee, deedsof hist, easityagramente,. Instruments of transfer. actor:trent or pledge; Powere of attorney and Other- agreements or Instrumena.whach met be noon/wry or desirable In connection therowIth: and she to. tell o,-or discount with Bank, commercial paper, bits recetabkr, sosounts recalvebee, Maki. bonds 'or spy other SeCtriCas or property et any lilts held by.Corporagon, and to that end to endorse. etardn:hensferend delver Me arms; to execute and deliver Instruments or egrannonts of subordination end assignment satisfactory to'ftrank and alsologIve any orders of consents for the delivery, sale. exchange or other disposition of any property or Interest therein or evidence t hereof bonging to Corporation end at any time In the hands of Bank, whether as collateral or otherwee and to execute and dna* aside other agreements. Instruments and document, and to to such other acts and things ae.may te necessary or desirabie or required by Bank in connection with any of the foregoing and Bank Is hereby authonzed to honor, accept and exoalte any of the transaction dearibalaoove. 8. . All eau. discounts and advance* heretofore obtained on behalf of Corporation and all notes end other oblIgstlons or evidences thereof of Corporation held by Bak ere hereby ipproved,•rataled. and confirmed. • • • 7. Corporation. does hereby give to Bank a continuing ten for the amount of any and all fall*, add obigatlons cf Caporstlog to Bank and _claims of every nature and deadpan. of dank against Corporation. Whetter now existing or hereafter Incurred. originally contractedwItp - Bonk and/or with another or others arid.now or bantathlr oxlip to.or Acquired in ar.y Tatlariby 13antr. whether convected by Corporation alone or jointly softy...versify WithenOther Or Others. abiders or contingent. secured or unsecured, matured or u-nesatured upon any and ad moneys. securities and,bny.and as other property of Corporecon and the proceedsthereof. now or hi:realer WM, or constructively heider received by transit In spy OWES tO or MOM PO* Its oorreSpOridepta ornate@ from or for Corporation, whether for safekeeping. . custody, pledger mtharroslon. collation of cither‘lea corning Into the poueopron of eank In airy way.-behlt shall oleo novo a clam of set-oft for the arnount•of the obligations. and Elm* miyet any time or limes end without notice apply Corporation's deposits (general or special). • .Corporation secreditt wary Bank. or Cgrpoafcn's claims against Bank, or any parts thereof, to Such obligations and In such amounts as Bank may elect althorigniaid obi/pitons may be contingent 9t unmatured and whether say collateral therefore 4 deemed adequate or not. 8. h case of conflicting cisiMser disputes, or doubt ell Bank's part as to the validly. extent. morrodion. revocation or esarcise or any of lea butratiflgea herein contained 'Bank-may but need not recognize nor give any effect to any notice from any Orrice; 9r from' eny othor arson, purpottng to cancel,cestrict or.challge any of said authorgios, or the.exercise thereof, unless Bonk 4 required to do so by the Judgment, Cease or order of a court havinglonediction of hesublet/ maw and of the parties to such conflicting ctalms.or deputes. Preaom Virt.n Istintaig ANO:wr hruflorge Hurt, RV) Ilwitnar04014 'CONFIDENTIAL CONFIDENTIAL SONYGM00013363 FirstBankPR000526 EFTA_00 124006 EFTA01269210 Jeffrey Egsatin. 9. Cornmeal agrees to be bound bY the Temeseerd Conditions for BusinessArtoountt end aerates*: is viol as any signature card, deposit Scat. cheabook passbook, statement of sesooterieOelpt Instrument comment or other apnea:Int such as, but not limited to, fends transfer agreements, delivered or made mantas to Corporation from Bank and by ea notices posted et Me olice,of Bank Si whICh the account of Loretto:on is maintained. In each case Wit the same effect a If each and every term thereof were set forth In as herein and made a parthereor, 10. The Officers of Corporation orsiny one or more of thorn are hereby authorized to ad (or Corporation In al other molten and 'Moncton ,relating to any of its bostnees widi Sankt:eluding, but rot limbed to, the ekecuson end dot/very of any agreements nr ton:note necessary to effect ine foregoing Realutions. 11, Bank it hereby released from any balk end shall be indemnified ageing any loss. lability or expanse ensing from honoring any of these Resolutbns. • • • 12. Subfrict to paragrantr, a above,eaOh of the foregoing Retiorulens and the authority thereby conferred shah remain in full tote and effect until ' written notice a revoo0bmor mediliCebon by presentation of new Corporate Resolutions and signature cards shut! be received by Bank; Proyided that such notice shell not be effective with respect to any exercise of said authorities untl Bank shell have tied a-reasonable opportuntly to ad thereon and in no event priest* the motet thereof nor lath respect lo any checks or other Instruments, font* payment of money or the withdrawal of 'funds deted on or prior to the date of such mere, but presented to Bank alter-the receipt of such ago:, The Secretary or any Ass:Alan! Slattery or any ether Other of Corporation Is hereby authorized end directed to certify, underlie wet of Corporation or not, but' sigh Ike sffect in the letter one, to Bonk the lixagOing Resolutions, the names of Pie Officers and other representatives of Corporation end eny.changse from Lime to time Intro up Offreert and represeMallees and epechnons of thelprespedive signatures. Bank may condos:sly assume Pat persons at any time certified to It to be Officers or other representatives of CoTorstion continue as such until receipt by Bank of written /Wee to inecontrery. FURTHER CERTIFY Mat the potions herein designated as Officers of Corporation have been duly elected to and row hold theoffices In Corporation set Opposte their respective names and that the following are the authentic, orboal signatures atria said respective Mans end of the lamed signatories who are not Corporate Officers,. to wit - Name gypewrittert of FM(110) Prosidont Nice Protlirlent Secretary Treasurer Oaten Mdyke _Sialiard Kahn IN WITNESS WHEREOF, I haehoreunto set my band es Secretary end affixed the 'sato( Me sold COPoaden dels ^..Ate n day of Ills the...6r • _45_12.. • Altai • Note: In case the Secretory Is authorized to sign by the above Resolutions. this cart cats should be attested by a second OfIcor of Corporation. ft.:meth-4:CA: CONFIDENTIAL SONY_Ght_UCO 13364 CONFIDENTIAL FirstBankPR000527 EFTA_00124007 EFTA01269211 Virgin Islands We hereby certify Mal.at a Meeting of the Board of Directors of Corporate Resolutions For Telephone/ Telox1Facsimilo/VVritton Instructions Southern County International ITS A company duly organized and ex:sting under the laws of u.S.virgin Islands Held at on the Ka day of .b.e.CaUnalakki , 20 1C IT WAS RESOLVED 1. That the company issue in favor of FIrstBank (the 'Bank" a Corporate Authorization and. Indemnity Agreement Fcr Telephoneaelex/Facsimile/VWItten Instructions In the form required by the Bank, a copy of *will kalphatialg been to and approved by the Board of Directors Richard-Kahn, lirea-ura/ 2. That Jeffrey Epstein, Pres/dent Darren Indyke, Secretary t . ploy Any anti &vperinfr MO EO and / Of net t"."^JOSFOrOf us) bo authorized fo execute the said Aithorization and Indemnity Agreement in favor of the Bank. Certified as being a true copy of the Resolution of the Board of Directors. IN WITNESS WHEREOF, I have hereunto set my hand as Director/Secretary of the corporation this day of .16e-L-t-4bav , 20. t JC . C. C. eit Vn I S Nem anefThs t.\ T".:. superimmne-Cwwrit -Ito"—t ck4n5e. thatclia21isInit41 • Sena One gOtiffan. VoolLOOfeff a s Palma le 1wIl Ayr., Rber soeisznsobn -CONFIDENTIAL SONY_GM_00013365 CONFIDENTIAL FirstBankPR000528 EFTA 00124008 EFTA01269212 First Bank Virgin glands•Corporate Authorization and Indemnity Agreement For Telephone/Telex/Facsimile/Written Instructions 1. Agetorthation 'The . undersigned hereby requests and authorizes AralBank (Me 'BOO 10 song and rod upon sly Insthudions flratillions, delivered by telephone or telex or written or facsimile trans rtnon famn or thaptatedly ;teen by a person or persons authorized to transact Often with the Bank as shown on the corporate resokfte or other evidence or actrice of authorky from so time maintained In the records of Pre Bard 2. No IOW/ Of Bp mot. The undertligned accepts the risk that Instructons may be given by an unauthorized person and agrees !ha the Bank vAll have no lkiblity cr reapanaiblity.fcre acting in accedence with any Instructions, whether or not genuine or duly authorized - 'The Bank snall have no kebay or reeponstiety for any misunderstandings ring MA of any telephone Instruct/me 3 SeSy! The security procedure agreed upon for verifyirg the authentalty or inner:dons Is a call rock to any of the following i :whether or not such Indlukktel hat trikeled any sod, transfer. (The Bark recommends that the persons defignated - below ohould.n0t be persona who generaky Issue Math:Cams. Whenever ponthea, the Bank wit endeavor to cal someone other then trof Issuer of the Instrucifonst) name and Title :Ye D0OR_ 95ennan ReCuantaN . 9--ChD iet Oh() -T{e05( Nycen ancKp - .Scese-inas Telepnone.fiuMbef dude coanuldMae Ale:natively, al the Bank's option, the cell back may be made lo any person designated on the signature cards or any other amount documentatiorey on file with the Bank for the Undersigneda.aMounIti as authorized to bait Instructions or ethernet° knead Matron on such account. In /Minion to cal beck, the panda agree that for Invuotions received by facelift transmitscon, or In Wing, the Bank me determine whether the lastrudions Perport to bear the signature of any.kwintluef Whoa deskausled on the current Stardthire cards other aCC°Vni accumontaton on ffie With .the Dank for the undersigned's acCoure(s) as authorized to Issue Inabuctions or otherwise transact business on such accounts. The security procedures and other terms. Opecilled in this Agreement also apply to amenenents and cancels:ions of instructions. It Is understood that these security procedures are designed to verify the auditor/1dt,, end not the corredness, of Instructions. The Bank may, el kronen. Ina/ (electiondelly a otherwise) any cell bock made Pithltient to this Agreement, any thernicaions or other instruction. pen by telephone and any other telephone discussions rotating to Inatructions. The undersigned agrees that'll* rights and dukes and those of the Bank hereunder Oak be Governed by the terne.of the Bank's Account . Terme are CceldidCalajaa ay be amended from time to time) amecebte to the undersignecre accounts at the Bank. The undersigned agrees met the soCuritytrocathses set forth heroin constrarie a derrne.-elaty reasonable method of proteding Pearly against unetarkatted instructions. The undertIgnad agrees to be bound by any than:coon, whether or not authorized, Issued In the underalgrtedeneme and • -accepted by the Banta' oomplime van the security procedure sal fell herein end the tmdersigoedegrein to lodemnIfy and Ned Me Bank'. harness from any loss suffemd ce entity hand by the Bank In, or arising tom ha Elinice evedaion of Instructions- beloved by me Ed* in good frith to have been gleen (or aped In the case of any facsimile transmisbn) Cy a peace authorized as provided above, provided the Bank has trampled web such security procedure. • 4. 44 malt io Act. tits' understood that the Bank shall have no obligation fo execute any Instrudion unless and grata such Insult:don is genet/In accordance with the security procedures alt forth herein, and the undersigned will Indemnify And hold the Bank herniate:en Orly less suffered or Italottty incurred by the Bank St refraining from processing an Irtstrutson antral reasonable °Wong lo verily such Insbuchon In accordance wen des agreement have faked or In delaying the elabbcd00 or an Instruct/0k lull such imaceden Is obtained Upon ramie the undenrigned the Bank may also, at IM option; refuse to execute any InethucCon or part-thereof for.any other (6660fIwIthoutincuvIng any ravens/Ay for any loss badly or expense arising out of such refusa- l. Indiannitv. The tmdeesigned agrees to Indemnify me Bank, Ills affiliates, subsidiaries and their direclorl.Ofacers, Mpretentatives and agents on demand for as losses, Calms, damage* or expanses (Inducting teed Ian and disbursements) which It or any of them may suffer or Incur In oOnnacaon with this Agreement Inch/ding, but not limited to, acting or refusing to act on any Telephone or Teem or Facann.or Written Inetrucrion, whether or not genuine or owauthorized. Our confineed nuance of Transfer Instructions Mowing our receipt, execution end return of this letter xi the bank coil COstelltute our agreement to the security proCedurn and other terms specified herein. s-i,sc„, ;eat -ens ictinCh ineme(a) and Tilfall) ryazamt vivawards ore &fun o. 'nab* A.ta? Rca CONFIDENTIAL SDNY_GM_00013366 CONFIDENTIAL FirstBankPRO00529 EF1'A_001 24009 EFTA01269213 FINANCIAL STRATEGY GROUP, LTD. CONSENT OF SOLE STOCKEIOLDELIN LIEU OF MEETING Match 13,2015 The undersigned, being the sole stockholder Ride' 13 of the Vugin s p o o, commonly kno as c en orporatton Law of the United States Virgin Islands, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: 071TNESSETH; WHEREAS, in order to comply with the requirements of.1.1,S, Virgin Islands law applicable to the corporate names of Intemadonal Banking Entities, the Bmird of Directors has determined it is necessary to change the name of Me Corporation; WHEREAS, Article IV of the. Articles of Incorporation of the Corporation currently provides as lotion "The total numberof shares Glad classes of stockAiat the Corporation is authorized to issue is One Million opopooy shares of conirnan rtockat$5.00 par Value; no preferred stock auth0tiauf The minimum amount of capital with which the Corporation will commence business is Five Hundred Thousand Dollars ($500,000.00)" WHEREAS, the Board of Directors has determined that it would he in the interests Of the Corporation to decrease the'number of authorized shares of Common Stock, $5,00 par value (the "Common Stock"), and authorin 100,000 shares of a separate class of preferred.stock haviog a par value of $1.00 per share and an B% coupon, with such other designations, rights, preferences, privileges, limitations, and restrictions as may be designated by the Board of Directors in resolutions. adopted by the Board of Directors. at a future date (the "Preferred Stock"); WHEREAS, in accordance with the provisions of S91, Subchapter V, Title 13 of the Virgin Islands Code, the Board of Directors has determined that reducing the number of authorized shares of the Common CONFIDENTIAL SDNY_GM_00013367 CONFIDENTIAL FirstBankPR000530 EFTA_00124010 EFTA01269214 Stock u.aforossid and authorizing 100,000 shares the Preferred Stock as aforesaid are under the current ciscumstanceafait and equitable to the sole stockholder of the Corporation, and the Board has acknowledged its obligation to detetmite that any designations, rights, preference& privileges, limitations, and restrictions that may subsequently Abe adopted by the Board with respect to the Preferred Stock must under the circumstances prevailing at the time of adoption of a resolution authorizing the same be fair and equitable to the sole stockholder of the Corporation; WHEREAS, in order to change the name of the Corpoottion from Financial Strategy Group. Ltd. to Southern Country International, Ltd., decrease the.number of.authorized shares of the Common Stock and authorize 100,000 shares of the Preferred Stock it his necessary to amend the Corporation's Articles of Incorporation to provide for the same; and • WHEREAS, in accordance with the provisions of $222, Subchapter VIII, Title 13 of the Virgin Islands Code, the Board of Directors is required to submit and has submitted its proposal to amend the Corporation's Articles of Incorporation as aforesaid to the vote and approval of the sole stockholder of the Corporation: NOW THEREFORE BE IT: RESOLVED, that sole stockholder of the. Corporation does hereby approve the proposal of the Board of Directooi to amend the Articles of Incorporation of the Corpontionto accomplish the following objectives: (0 To change the name of the Corporation. from Financial Strategy Group, Ltd.. to Southern Country Intemstional, Ltd. (2). To reduce the total number of shares of the Common Stock that the Corporation is authorized to issue from 1,000,000 shares to 100,000 shares, and (3) To authorize the Corporation to issue 100,000 shares of the Prefared Stock, said dines of the Preferred Stock to include 'such designations, rights, preferences, privileges, limitations and restrictions as may be hereafter designated and, adopted by a subsequent resolution of the Board of Directors without any further consent required of the sole stockholder of the Corporation, provided that in connection with any such subsequently adopted designations, rights, preferences privileges, limitations and restrictions, in accordance with pi, subchapter v, Tide 13 of the Virgin Island Code, the Board of Directors specifically determines that under the circumstances prevailing at the time the mune are adopted, such designations, rights, preferences, privileges, limitations and restrictions are fair and equitable to the sole stockholder of the Corporation; and it is further CONFIDENTIAL CONFIDENTIAL SONY GM 00013368 FirstBankPR000531 EFTA_00 2401 I EFTA01269215 7Th CONSENT OF THE BOARD OF DIRECTORS OF FINANCIAL STRATEGY GROUP, LTD. The undersigned, being all of the Directors okijimESS tiiilipAkthaaaairsi liajacjv Corporation ('ithe Corporation"), do hereby consent, in lieu orhTii ii a meeting, to the adoption of the following resolutions and the raking of all actions requited or permitted thereby: WITNESSETH: WHEREAS, in order to comply with the requirements of US. Virgin Islands law applicable to the corporate names of International Banking Entities, the Board of Directors has determined it is necessary to change the name of the Corporation; WHEREAS, Article IV of the Articles of Incorporation of the Corporation currently provides as follows: "The total number of shares of all classes of stock that the Corporation is authoriZed to issue is One Million (1,000,000) shares of coirunon stuck at 8500 par value; rio preferred stock authorized. The minimum amount of capital with which the Corporation will commence business is Five hundred Thousand Dollars ($500,000.00)" WHEREAS, the Board of Directors has determined that it would be in the interests of the Corporation to decrease the number of authorized shares of Common Stock, 55.00, par value (the "Common Stock") and authorize 100,000 shares of a separate class of preferred stock having a par value of $1.00 per share and an 8% coupon, with such other designations, right; preferences, privileges, limitations, and restnctions as may be designated by the Board of Directors in resolutions adopted by die Board of Directors at a future date (the "Preferred Stock"); WHEREAS, in accordance with the provisions of §91, Subchapter V, Tide 13 of the Virgin Islands Cock, the Board of Directors has determined that reducing the number of authorized shares of the Common Stock as aforesaid and authorizing 100,000 shares the Preferred Stock as aforesaid are under the current circumstances fair and equitable to the sole stockholder of die Corporation, to whom the proposal to so reduce the number of authorized shares of the Common Stock and so authorize 100,000 shares of the Preferred Stock will be submitted in any event, and the Board acknowledges its obligation to determine that, any designations, rights, preferences, privileges, limitations, and restrictions that may subsequently be adopted by the Board with respect to the Prefetred Stock must under the circumstances prevailing at the time of adoption of a resolution authorizing the same be fair and equitable to the sole stockholder of the Corporation; CONFIDENTIAL CONFIDENTIAL SDNY_GM_00013369 FirstBankPR000532 EFTA 00I24012 EFTA01269216 WHEREAS, in order to change the name of the Corporation from Financial Strategy Group, Ltd: _1 to Southern Country International, I.td., decrese the number of authorized shares of the Common Stock_ S' and authorize 100,000 shares of the Preferred Stock it is necessary to amend the Corporation's Articles or" Incorporation to provide for the same; and WHEREAS, in accordance with the provisions of §222; Subchapter VIII; Title 13 of the Virgin Islands Code, the Board of-Directors must submit any proposal to amend the Corporation's Articles of Incorporation to the vote and approval of the sole stockholder of the Corporation; NOW THEREFORE BE IT: RESOLVED, that, subject to the approval by written consent of the sole stockholder of the Corporation, the following actions be taken for and on behalf of the Corporation: (1) The name of the Corporation be changed from Financial Strategy Group, Ltd. to Southern Country International, Ltd. (2) The total number of authorized shares of the Common Stock that the Corporation is authorized to issue be reduced from :,000,ono shares to 100,000 shares; and (3) The Corporation be authorized to issue 100,000 shares of the Preferred Stock, said shares of the Preferred Stock to include such designations, rights, pieferences, privileges, limitations and restrictions as may be hereafter designated and adopted by a subsequent resolution of the Board of Directors without any further consent required of the sole stockholder of the Corporation, provided that in connection with any such subsequently adopted designations, rights, preferences, privileges, limitations and restrictions, in accordance with §91, Subchapter V, 'life 13 of the Virgin Island Cod; the Board of Directors specifically.; determines that under the circumstances prevailing at the time the same are adopted, such designations; rights, preferences, privileges, limitations and restrictions ate fair and equitable to the sole stockholder of the Corporation; and it is further RESOLVED, that, subject to the approval by written consent of the sole stockholder of the : Corporation, in order to effectuate the actions approved in die immediately preceding resolution, the following amendment to the Articles of Incorporation of the Corporation be, and it hereby is, adopted sod approved: Article I shall be deleted in its entirety and amended to read as follpws; The name of the Corporation (hereinafter referred to as the "Corporation"; is SOUTHERN COUNTRY INTERNATIONAL, LTD. 11..CAIXTM ,/ 44444444 CONFIDENTIAL 1 SONYGPVL00013370 CONFIDENTIAL FirstBankPR000533 EFTA JX)124013 EFTA01269217 ArtieleTV shall'bedeletird in its entirety and amended co read as follows:. ARTICLE IV The total number of shares of all classes of stock that the Corporation is authorized to issue is One Hundred Thousand (loo,om shares of common stock at. 115.00 par value and Om: Hundred Thousand (100,000) shares of preferred stuck. at $1.00 par value with an 8% coupon. The minimum amount of capital with which the Corporation will commence business is Five Hundred Thousand Dollars ($590,000); and it is further RESOLVED, that the proposal to amend the Articles of Iniximoration of the Corporation as aforesaid to change the name of the Corporation. from FinancialStrategy Group, Ltd to Southern CoUntry International, Ltd., decrease the number of shares of the Common Stock which the Corporation is authoriXed to issue from 1,000,000 shares to 100,000 shares, and authorize the Corporation to i%ue 100,000 shares of the Preferred Stock be submitted to the, sole stoCkholder of the. Corporation for his approval thereof by written consent, and it is further RESOLVED, thatupon approval of the sae stockholder of the Corporation by written consent of the proposal to amend die Articles of Incorporation of the Corporation as authorized pursuant to the preceding resolutions, each of the Praident, the Secretary and the Treasurer of the Corporation be, and he hereby is, authorized and directed, for and on behalf of the Corporation, to cause to be prepared, and to execute and file with the Office of the Lt. Governor of the United State; Virgin Islands an Amendment to the Articles of Incorporation of the Comorititin effectuating such cunendments; and it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further cerfiGeates, contracts, agreements, documents, instruments, instruments of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), as in their judgment or in the judgment of any of them shall be necessary or appropriate to carty.out, comply with and effectuate tite*purposes and intent of the foregoing resoliitions. This Consent shall be filed with the Minutes of the proceedings of the 13oard of Directors of the Corporation. CONFIDENTIAL SDNY_GM_000 13371 CONFIDENTIAL FirstBankPR000534 EFTA_00124014 EFTA01269218 UNANIMOUS CONSENT OF THE BOARD OP DIRECTORS OF FINANCIAL STRATEGY GROUP, LTD. UltiatfaigggiStititakidatWililirstiangatamiklifitiliSiila rileafigait&SY Virgin Islands Corporation ("the Corporation"), do hereby consent, in lieu of holding a meeting, to the adoption of the following resolutions an