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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES OFFICE OF THE LIEUTENANTGOVERNOR VIRGIN ISLANDSBANKING BOARD CERTIFICATEOFLICENSURE This is to certify that in accordance with Virgin IslandsCode, Subchapter , Section 721, which provides for licensure of internationalfinancial services the Virgin Islandsby the Virgin IslandsBanking Board. SOUTHERN COUNTRY INTERNATIONAL , LTD 6100 Red Hook Quarter, Suite B3 St. Thomas, VI 00802 filed with the Office of the Lieutenant Governor Division of Banking Insurance and Financial Regulation, all the documents required by law ; has complied with the terms of Incorporation and laws of the Virgin Islandsas well as federal law , where applicable and has furnished satisfactory evidence of such characteras to entitle it conduct business as an INTERNATIONALFINANCIALSERVICESENTITY Now . Therefore I Tregenza A. Roach, Esq., Lieutenant Governor und of the Virgin Islands Banking Board , pursuant to the authority vested in me do issue this Certificate of Licensure in the Virgin Islands of the United States as an international financial services entity. This Certificate of Licensure is valid from January 1 2019 10 December 31, 2019 Renewalof this Certificate of Licensure is required annually upon its expiration on the of December, and itmay be suspended or revoked as provided in Virgin IslandsCode. Chapter 25. 1 730. Given under this Seal of Government of the Virgin Islands of the States, Charlotte Amalie, St. Thomas, March, 2019. FEE ,000 A TREGENZA A ROACH Esq. LieutenantGovernor/ Chairman ofthe Virgin Islands Banking Board 9100HAVENSIGHT SUITE 15 ST. THOMAS, VI 340. .2564 FAX888. 316 .9269 KFFKLAW . COM KELLERHALS FERGUSON FLETCHER KROBLIN LLP March 21, 2013 Via HandDelivery Mr. John McDonald Director Office ofthe LieutenantGovernor Division of Banking & Insurance 5049 Kongens Gade St. Thomas, VI 00802 : Re: International Banking Center Regulatory Act Dear Mr. McDonald : Enclosed please find the application for permission to organize an InternationalBanking Entity ( IBE ) filed on of Financial Strategy Group , Ltd. (“ FSG . FSG respectfully , in addition to a waiver of the employment requirement which is discussed in Appendix 11, that it be permitted to commence business with authorized shares of 1 000,000 with a par of $ 1. 00 of which at least 100,000 shares shall be issued upon incorporation and $ 100, 000.00 of capital will be fully paid in at the time the license is issued . Wepreviously submitted the required application . Please do nothesitateto contact ineshould you any questions. Very truly yours Erika TAMPA U . S. VIRGIN ISLANDS NEW YORK Government of thc States Virgin Islands Office of the Commissioner - Division ofBanking Insurance # 5049 Kongens Gadc Charlotte Amalic, St , . 00802 TEL- 340- 774 FAX340-774-5590 ORIGINAL APPLICATION FOR PERMIT AND LICENSURE OF INTERNATIONAL BANKINGENTITY Nameof Proposed InternationalBankingEntity FinancialStrategy Group . E . To be provided upon formation. Parentor Affiliate None Business Entity and Organization Form : (Attach copies of Article ofIncorporation ; Article ofOrganization, or partnership agreenient or other written document establisliing the IBE) (cannot be an individual) Corporation Association Partnership Subsidiary Unit Other ( ) . Please see attached . 5. PlaceofOrganization or Incorporation and USVI - be formed ProposedLocation (streetand city/town) 9100 PortofSaleMall, Ste 15 St. Thomas, VI00802 Gade, . Thomas -6487 340) 774-7166 : (340) 9458 1131King Street, Suite 101, Christiansted, : (340)773 6459 : ) 719-3801 7 . PrincipalBusiness Address : a ) PHYSICAL: Street To determined Apt/Suite City _ State Code Telephonenumber _ number ( ) b) MAILING: Street/P. O. 9100 Portof SaleMall Office/Suite# 15 . Thomas State Zip Code 00802 Will the organization use a fictitious(DBA)nameto transactbusiness? If yes,please indicate suchname: Activitiesthatwillbe engagedby the proposed InternationalBankingEntity: transaction -related funds, demand fixed term and interbank deposit of funds Commercial lending Leasing Services Activities Brokerage Management services InsuranceBrokerage Tradefinancing Financial Services and InvestmentAdvice Clearinghouse Providea briefdescription of these activities : Seeattached (Ifadditionalspace is needed youmayprovideadditionalpage) 5049KongensGade, St. Thomas, VI00802-6487 • : 340)774-7166 Fax: 340) 774- 9458 1131King Street, Suite 101 Christiansted, VI00820 340 773-6459 340)719-3801 10. Authorized representativedesignatedby the applicantto file this applicationand/or to act as its authorized agent for service of process in the Virgin Islandsand/or to obtain informationregardingthemanagementofthe Company Name Erika A . Kellerhals 9100 Port Sale Mall, Suite 15, St. Thomas, VI00802 Telephone : 340. 779. 2564 Name: Address : Telephone: Name: Address: Telephone: 11. Explain the organizational structure ofthe proposed InternationalBanking Entity including thenumber andtitle of the employees whowill commence operations See attached. (Ifadditionalspace is needed you provideadditionalpage) 5049 KongensGade, St. Thomas, VI00802-6487 340)774-7166 Fax: (340 )774-9458 1131King Street, Suite 101, Christiansted, VI 00820 340)773-6459 Fax: 340) 719-3801 Page 3 of8 12. List thename(s), occupation, address(es), telephonenumber(s) and facsimile number(s) of each officer and director of the InternationalBankingEntity: (Attach additionalpages ifnecessary) NAME OCCUPATION ADDRESS TELEPHONE & FACSIMILE Jeffrey Epstein President See attached See attached. Darren Indyke Secretary Seeattached Seeattached. RichardKahn Treasurer See attached See attached . 13. The name, address, telephonenumberofanypersonwho, directly or indirectly, possessesor controls or intendsto possess or control 10 percentor more in the capitalof theproposed internationalbankingentity. (Biographicalaffidavit required for personsmeetingthis criteria) NAME OCCUPATION ADDRESS TELEPHONE CAPITAL FACSIMILE Jeffrey Epstein President Seeattached. Seeattached. 5049KongensGade, St. Thomas, VI00802-6487 : (340 )774-7166 Fax : (340) 774-9458 1131 Street, Suite 101Christiansted, VI00820 340 773-6459 Fax: (340)719-3801 14. $ 100,000. 00 $ 0 .00 (a) Capitaland Surplus: (a ) Stock Company ( 1) Capital (2) Surplus (b Mutual ( 1) Capital (2)Surplus (c) Typeof Stock (s) to be Authorized ( 1) Common Stock (2) Prefered Stock (d ) Par Value ofEach by Type ( 1) Common (2) ( e) Location ofSharesof Shock Number of Shares 100 000 Selling Price $ 1. 00 (1) ( ) (b) Ifother than a corporation , describe capital structure: applicable (Ifadditionalspaceisneeded you mayprovideadditionalpage) 5049 KongensGade, St. Thomas, VI00802-6487 Tel: 340 )774- 7166 Fax : (340) 774- 9458 1131King Street, Suite 101, Christiansted , VI 00820 340)773-6459 340) 719- 3801 Page 5 of8 15. Briefly describethenature of the applicant' s businessactivities. See attached (Ifadditionalspace is you may provideadditionalpage) 16 . State the nameof the entity, location and nameof directors andmain executive officers of any other applicant ' s affiliates engaged in offshore international financial business Location Nameof Entity Directors/ C. E. . None ADDITIONALINFORMATION: herewith aspartof this application the following documents: A Nonrefundable application fee of$ 10,000 madepayable to theGovernment of the Virgin Islands and; B . Proposedarticlesof incorporation, partnershipagreementor other written document establishing the InternationalBanking Entity if such is the case, or the certificate pursuantto Section 719 (c) of Title 9, VICode, if the International 5049KongensGade, St. Thomas, 00802-6487 • 340 774-7166 Fax: (340) 774-9458 1131KingStreet, Suite 101, Christiansted, 00820 340)773-6459 : (340) 719- 3801 Page 6 of8 Banking Entity isto beorganized as a unitofanother entity. C . receivingcertificate from the Division ofCorporationsand Trademarks, a certified copy of the articlesof incorporation, partnership agreementor other written documentestablishing the InternationalBankingEntity or the certification ofthe person ofwhich the InternationalBankingEntity is a unit D . A copy of thebylawsor internalgoverningagreenientsadoptedby the board of directors or similar governing body of the internationalbanking entity , which mustbe certified before a notary public by it secretary or an individual acting in similar capacity . E. Corporate resolution authorizingthedesignated person by theapplicantto file this application. F. Biographical affidavit of all proposed directors, officers, owners and persons who intend to act in a managerial capacity, and ofthose who possess or intend to possess or controlten percent (10 % ) ormore of the interestin the capitalof the proposed InternationalBankingEntity. (Background investigation willbe done by the Division) G . Copy of theapplicant' s audited financial statements for each ofthe Three (3) years preceding the application. H . Evidence that thecapitalofthe internationalbanking entity has been subscribed to , issued and paid- in , to the extent and under such condition as the director may establish at the Director' s sole discretion . . Statementof AssetsandLiabilitiesform J . A statementauthenticatedbefore a notary public, by theSecretaryof theBoard of Directorsor thepersonactingin a similar capacity for the international bankingentity, or for theperson ofwhich the internationalbankingentity is a unit NOTE : Theapplicanthereby agrees aslong as theapplication is under consideration that 5049KongensGade, St. Thomas, 00802-6487 : (340 7166 Fax: (340) - 9458 1131KingStreet, 101 Christiansted, VI00820 (340 773-6459 340)719-3801 Page7 of8 it will: A . Notify the Director of Bankingand Insuranceofany change in the information contained herein or in any ofthe documents submitted with or as partofthis application. B . Furnish all such additionalinformation and documents in respect to the Applicant as may be requested by the Director of Banking and Insurance. This application isan officialdocument and any misrepresentation or failure to revealinformationrequested by theCommissionerof FinancialInstitutionsmaybe deemed to be sufficientcause for thedenialor revocation ofa permitor license. THE UNDERSIGNED, BEING DULY SWORN ACCORDING TO LAW AND UNDER THE PENALTIES OF PERJURY STATE THAT THE INFORMATION GIVEN IN THIS APPLICATION IS TRUE AND CORRECT AND THAT ALL ESTIMATES GIVEN TRUE ESTIMATES BASED UPON FACTSWHICH HAVEBEENCAREFULLYCONSIDERED AND ASSESSED Name ERIKA Date: 08 Signature Subscribed and sworn to beforemethis day of 2013 Gregory Ferguson NOTARY LNP012-10 Commision Expires05 /02/2014 Territory . Virgin Islands Notary Public State of: Commission expires on : 5049 KongensGade, St. Thomas, VI00802-6487 340)774-7166 Fax: 340) 774-9458 1131King Street, Suite 101, Christiansted , 00820 )773-6459 Fax: 340)719-3801 Page 8 of8 QUESTION 4 ATTACHMENT DraftArticles ofIncorporation ARTICLES INCORPORATION OF FINANCIAL STRATEGY GROUP, LTD . We, the undersigned , for the purposes of associating to establish a corporation for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter , under the provisions and subject to the requirements of the laws of the Virgin Islands of the United States ( called the " Virgin Islands particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13 Virgin Islands Code), as the samemay be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE I The name of the Corporation hereinafter referred to as the "Corporation ) is FINANCIAL STRATEGY GROUP, LTD. ARTICLEII The principal office of the Corporation in the Virgin Islands is at 9100 Port of Sale Mall, Suite 15 St. Thomas, U . S . Virgin Islands, 00802 and the of the resident agent of the Corporation is Business Basics VI, LLC, whose physical and mailing address is 9100 Port of Sale Mall, Suite 15, St. Thomas, U . S. Virgin Islands 00802 ARTICLE III Without limiting in any manner the and generality of the allowable functions of the Corporation , and subject to the provisions of Title chapter 25 of the Virgin Islands Code, it is hereby provided that the Corporation shall have the following purposes, objects and powers: (1) To engage in any lawfulbusiness inthe Virgin Islands. ( To enterinto and carry out any contracts for or in relation to the foregoingbusiness with any person, firin , association ,corporation, government or governmentalagency (3) To conduct its business in the Virgin Islands and to haveoffices within the Virgin Islands. (4) To borrow or raise money up to any amount permitted by law by the sale or issuance of obligations ofany kind, to guarantee loans, other typesof indebtednessand financing obligations,andto secure the foregoing bymortgagesor otherliensupon andallofthe propertyof every kindofthe Corporation. (5) To do alland everything necessary, suitable andproper for the accomplishment ofany of the purposes or the attainmentof anyofthe objectsor the ofany of the powersherein set forth, either aloneor in connectionwith other firms, individuals, associationsor corporations in the Virgin Islandsand elsewhere in the United and foreign countries, andto do any other actsor things incidentalor appurtenantto or TAMPA .S. VIRGIN ISLANDS NEW YORK growing out of or connected with the said business, purposes, objects and powers, or any part thereof, not inconsistent with the laws of the Virgin Islands, and to exercise any and all powers now or hereafter conferred by law on business corporationswhether expressly enumerated herein or not The purposes, objects and powers specified in this Article shallnot be limited or restricted by reference to the termsof any other subdivision or of any other article ofthese Articles of Incorporation. ARTICLEIV The total number of shares of all classes of stock that the Corporation is authorized to is One Million (1,000,000) shares of which One Hundred Thousand (100,000) shares of common stock at $ 100 par value shall issued upon incorporation. The remaining authorized shares shall be issued by the Board of Directors of the Corporation who shall determine all rights, preferences and designations at the timeof issuance The minimum amount of capital (including additional paid in capital) with which the Corporation will commence business is One Hundred Thousand Dollars ($ 100,000) . ARTICLE V Thenames and places ofresidenceofeach ofthe persons forming theCorporation are as follows: NAME RESIDENCE Erika A Kellerhals Brett A . NicoleMiller 2E - 19 Estate Caret Bay, St. Thomas, VI00802 2 -11B St. Joseph & Rosendahl, St. Thomas VI00802 6E EstateHull, St. Thomas, VI00802 ARTICLE VI The Corporationisto have existence. ARTICLE VII Forthe inanagementofthe businessand for the conductof theaffairs of the Corporation, and in further creation, definition, limitationand regulation of the powersof the Corporationand ofits directorsand stockholders, it is further provided: The nuinberof directors of the Corporationshallbe fixed by, or in themannerprovided in , the by-laws, butin no case shallthe numberbe fewer than three (3 ) unlessthe Corporation has fewer than three stockholders. In this case, the number of directorsmay be equal to the number of stockholders. The directors need notbe stockholders. In furtheranceand not in limitation of the powers conferredby the lawsof the Virgin Islands, and subject at all times to the provisionsthereof includingspecifically the provisionsof Title 9, chapter 25 of the Virgin Islands Code, the Board of Directors is expressly authorized and cmpowered: Tomake, adoptandamendtheby-lawsof theCorporation, subjectto the powersof thestockholdersto alter, repealormodifythe by-lawsadoptedby 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 Board of Directors in its sole discretion inay determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and upon any property of the Corporation , or personal, including after acquired property . To determinewhetherany and, ifany, whatpartof the netprofitsoftheCorporation or of its net assets in excess of its capital shallbe declared in dividends and paid to the stockholders, and to direct and determinethe use and disposition thereof. To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board ofDirectorsmay deem or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of thebusiness of theCorporation ( including the acquisition of real and personal property for this purpose) and for any other purpose of Corporation. 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 Corporation ,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 thereto , and to determine the persons to participate in any such plansand the amounts of respective participations. To issue or grant options for the purchase of shares of stock of the Corporation to officers and employees ( including officers and employees who are also directors) of the Corporation and on such terms and conditions as the Board of Directorsmay from time to timcdetermine. To cnter into contracts for themanagementofthe businessof the Corporation for terms notexceeding five (5) years. To exercise all the powers of the Corporation, such asare conferred by law , or by 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, optional or other special rights, and qualifications, limitations or restrictions thereof as is stated in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors and duly filed with the office of the Lt. Governor of the Virgin Islands in accordance with Sections and 97 , Chapter 13, Virgin Islands Code, as the same maybe amended from time to time. ARTICLE VIII No stockholdershallpledge as collateral for indebtednessany sharesof stock without first obtainingthe written consentofamajority of the disinterestedmembersofthe BoardofDirectorsof the Corporation. ARTICLE IX At all elections of directors, cach stockholdershallbe entitled to as many votes as shall equalthe number of votes that ( except for such provision as to cumulativevoting) thestockholderwould beentitled to cast for the clection of directors with respectto his or her shares of stock multiplied by the number of directors to be elected. The stockholdermay cast all votes for a single director or distribute them amongany two ormoreof them as he or may see fit. At least ( 10) days priornotice shallbegiven of any meetingof stockholders, including, withoutlimitation, a meetingfor the electionofdirectors provided, however, that the stockholdersare entitled to waivenoticeof themeetingas providedby law . Furthermore, themeetingand vote of stockholders may be dispensedwith, ifallof the stockholderswhowould havebeen entitled to vote upon the action, ifsuch meetingwere held, shallconsentin writingto such corporate action taken . ARTICLE X Subject to the provisionsof Section 71, Title 13, Virgin IslandsCode, and Title 9 chapter 12 Virgin Islands Code, theCorporationmay enter into contractsor otherwisetransactbusinesswith one ormore of its directors, officers or stockholders, or with any firm or association of which one or of its directors, officers stockholdersaremembersor employees, orwith any other corporation or association ofwhich one ormoreof its directors, officersor stockholdersare stockholders, directors, officers, oremployees, andno such contractor transaction shall be invalidatedor in any way affected by the fact that such director or directors, officer or officers, or stockholderor stockholdershaveormay have interests therein thatareor mightbe adverseto the interests of the Corporation though thevote of the directoror directors, or stockholderor stockholders havingsuch adverse interest is necessary to obligate the Corporationon such contractor transaction, provided that in anysuch case thefact of such interestshallbedisclosedor knownto the directorsor stockholdersacting on or in referenceto such contractor transaction. Nodirector directors, officeror officers, orstockholderor stockholdershavingsuch disclosed or known adverse interest shallbe liable to the Corporationor to any stockholderor creditorthereofor to anyother person for anyloss incurredby it underorby reason ofany such contract or transaction, nor shall any such director or directors, officer or officers, or stockholder or stockholdersbeaccountablefor any gainsor profits realizedthereon. Theprovisionsofthis Articleshallnotbe construed to invalidateor in any way affectany contractor transaction thatwould otherwisebevalid underlaw . ARTICLE XI (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any , pending , or completed action , suit , or proceeding , whether civil, criminal, administrative , or investigative (other than an action by or in the right of the Corporation ), by reason of the fact that he or she is or was a director, officer, employec or agent of the Corporation , or is or was serving at the request of the Corporation as a director, officer , cmployee, or agent of another corporation , partnership , joint venture, trust, or other enterprise, against expenses ( including attorney' s ), judginents , fines , and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action , suit, or proceeding if: (1 he or she acted (A ) in good faith and (B ) in a manner he or she reasonably believed to be in or not opposed to the best interests ofthe Corporation; and ( ) with respectto any criminalaction or proceeding, he or she had no reasonablecause to believe that his orher conductwas unlawful. The termination of any action, suit, or proceeding by judgment order, settlement , conviction , or upon a plea of nolo contendere or its equivalent, shall not, of , a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding , had reasonable cause to believe thathis or her conduct was unlawful. (b) Any indemnification under subparagraph (a) (unless ordered by a court) shall be by the Corporationonly as authorized in the specific casc upon a determination that he or she hadmetthe applicable standard ofconductset forth in subparagraph(a). Such determination shallbe (1) by board of directors by a majority vote of a quorum consistingof directors who werc not parties to such action, suit, or ; or ( ) ifsuch a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independentlegalcounselin a writtenopinion; or ( 3) by themajority vote of the stockholders . ( Expenses incurred in defeating a civil or criminalaction, suit, or proceeding may be paid by the Corporation in advance ofthe final disposition of such action, suit, orproceedingas authorizedby the board of directors in the specific case upon ofan undertakingby or on behalfof the director, officer, employee, or agentto repay such amounts unless it shall ultimately be determined that heor she is entitled to be indemnified by theCorporation asauthorized in this ArticleXI. Theindemnificationprovidedby this Articleshallnotbedeemed exclusiveofanyother rights to which those seeking indeinnificationmay be entitled underany bylaw , agreement, vote of stockholdersor disinteresteddirectors, or otherwise, both as to action in his or her officialcapacityandas to action in anothercapacitywhile holding such office, and shallcontinueas to a personwho has to be a director, officer, employee, or agent and shall inure to the benefit of the , executors, and administratorsofsuch person. The Corporationshallhave power to purchase andmaintain insuranceon behalf ofanyperson who is or was a director, officer, employee, oragent of the Corporation, or is orwas serving at the requestof the Corporation as a director, officer, employee, oragentof another corporation, partnership, joint venture, trust, or other enterprise against any liabilityasserted against him or her and incurred by him or her in any such capacity, orarising out of his orher status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article ARTICLE XII The Corporation reserves the right to amend alter or repeal any of the provisions of these Articles of Incorporationand to add or insert other provisionsauthorizedby the lawsof the Virgin Islandsin the manner and at the timeprescribedby said laws, and all rightsatany timeconferred upon the Board of Directorsand the stockholdersby these Articles of Incorporationare granted subject to the provisionsofthis Article. IN WITNESS WHEREOF, wehavehereunto subscribed our names this January, 2013. Erika A . Kellerhals, Incorporator Brett A . , Incorporator NicoleMiller, Incorporator TERRITORY OF THE UNITED STATES VIRGIN ISLANDS DISTRICTOF ST. THOMAS AND ST. JOHN The foregoing instrument was acknowledged before methis Brett A Geary and Nicole Miller. of January , 2013, by Erika A . Kellerhals, Notary Public QUESTION 9 ATTACHMENT Upon the Directors approval, FSG will engage in the allowable activitiesas provided for under section 726 of Title 29, chapter 12 ofthe Virgin Islandsstatute, includingbutnotlimitedto: make, arrange, guarantec , bond or service loansor other financialundertakingsprovided that of the loansor financial undertakings may be granted to a domestic person and in the case of financialsecuritiesfordebt,issue transactions in the U . S. Virgin Islands; issue, confirm notice, negotiate or refinance letters of credit if the client and the beneficiary requesting of credit is not a domesticperson; issueconfirm, givenotice, negotiate or refinanceletters of credit in transactions for financing of exports, even ifthebeneficiary is a domesticperson; underwrite insuranceforrisks objects outside ofthe Virgin Islands; engage in financialand businessmanagementservices; make commercialloans in excessof $1,000,000 to U .S. Virgin Islandsborrowers that (i) been rejected, or not approved within 30 days from submission, by any U . . Virgin Islands financial institution;or ( ) at an interestrateofnotless than five percentagepoints aboveheFederal HomeLoan MortgageCorporation's posted on thelastbusinessday ofthemonth on a thirty- standard conventionalfixed ratemortgage; make capitalcontributions in excess of $1,000,000 to U . . Virgin Islands business entities in the U . S. Virgin Islands; carry out banking transactions permittedby this chapter in the currency of any country, or in gold or silver, andparticipatein foreign currency trade; underwrite, issue, distribute, and otherwise deal in securities, notes, debt, instruments, drafts, bills of exchange, issued by the internationalbanking cntity, or by a forcign person, for final purchase by a person outsideof U .S. Virgin Islands; after obtaining a specialpermit from the , act as fiduciary, executor, administrator, registrarof stocksand bonds, property custodian, assignce, agent or in any other fiduciary capacity; but, such fiduciary servicesmaynotbe to, nor inure to thebenefitofdomesticpersons; acquireand leasepersonalproperty to a person who isa person including any transactions, atthe requestof a lessce or seller/lesscc who is a person, pursuantto a financiallease , rent to own, or salc /leasebackagreement, subjectto any regulationsadopted by theDirector; buy and sell securities and non-life insurance annuities for clients outside the U .S. Virgin Islands, and provide investmentadvice in relation to such transactions or separatetherefrom, to such persons, and in addition offer these services and products to the Governmentof the U .S. Virgin Islandsand any of its instrumentalities, agenciesand investmentvehicles; organize,manage andprovidemanagementservices to internationalfinancialentities, such as investment companies and mutualfunds, on the condition that the stock or participation in the of such companiesisnotdistributed directly by theIBE to domestic persons; and with prior authorization from the Director, provide to other IBEs to foreign personsor entities outside of the Virgin Islands, those services of financial nature, as these are and generally accepted in the bankingindustry United and the U . . Virgin Islands. QUESTION 11 Title 9 chapter 35 a) requires to employ three persons on a full-timebasis at its main office. Section 738 requires that FSG hire one additional employee for cvery $ 1,000 ,000 of net income prior to salaries . Pursuant to (a) however, the Director has the ability to waive this requirement and authorize a lesser number of employees FSG respectfully requests that the requirementthatFSG hire one additionalemployee for every $1, 000, 000 of netincomebewaived. This requirementshouldbewaived dueto the fact that the activities to beundertakenby FSG , although they maybe profitable, are notlaborintensive Advances in technologyhavemadebusinesses like FSG less relianton human capital. The initialpositions at FSG willincludes an administrative assistant, a financial analyst and an assetmanager. QUESTION 12 Directors And Officers Jeffrey E . Epstein , President Darren K . Indyke, Secretary RichardKahn, Treasurer Background Information: Jeffrey E. Epstein is theinitial investorin FSG. Identifying Information Address: 6100 Red Hook Quarter, B3, St. Thomas, VI00802 Dateof Birth: 01/20/ 1953 BusinessHistory of Applicant: Mr. Epstein ' s was educated at Thc Cooper Union for the Advancement of Science and Art. Hebegan his business career in 1976 at Bear Stearns & Company . He subsequently started his own financial consulting firm in 1981 which he subsequently moved to the U .S . Virgin Islands in 1999, when he opened Financial Trust Company, Inc. ( Epstein is the Chairman , President and sole shareholder of FTC, a financial consulting firm that has been an EDC beneficiary for the past 13 In addition to his and FTC ' s significant contributions to the U. S . Virgin Islands economy over the past 13 years, Mr. Epstein , FTC and the philanthropic foundation founded , funded and organized have given over $ 2 . 3 million to U . S. Virgin Islands charitable interests, including $ 1. 1 Million to educational pursuits , and scholarship and enrichment programs, and approximately $650 ,000 to local U . . Virgin Islands charities and U . S . Virgin Islands youth sporting organizations . The philanthropic foundation has provided and continues to provide opportunities for scientific and technological exploration and development in the U . . Virgin Islands by sponsoring several scientific symposiums in the U. S . Virgin Islands enabling local interaction among Nobel Laureates and faculty postdoctoral researchers, graduate and undergraduate students , educators and thepublic. Mr. Epstein is an experienced and successful financier and businessman . He is universally renowned for his complex mathematics skills and is an exceptional entrepreneur who has built severalhighly profitable companies. He has successfully transferred these skills to the world of high finance, having one of the pioneers of derivative and option-based investing He looks now to shift his focus to the dynamic discipline of international banking. His global relationships in upper echelon of international finance and business, and his highly sophisticated knowledge of finance, science and mathematics will enable the Applicant to thrive in this competitive environment. Mr. Epstein was formerly a Trustee of the Scholar Rescue Fund of the Institute of InternationalEducation Inc. . Epstein was formerly a member of of the Trilateral Commission, the Council on Foreign Relations, and the New York Academy of Science and is also a former Rockefeller University Board Member. Mr. Epstein has been actively involved in the Santa Fe Institute the Theoretical Biology Initiative atthe Institute for Advanced Study, and the Quantum Gravity Program at the University of Pennsylvania, and also sat on the Mind, Brain & Behavior Advisory CommitteeatHarvard. Darren K . Indyke: 575 LexingtonAvenue, 4th Floor New York, New York 10022 EDUCATION Colgate University, Hamilton, New York Bachelor of Arts, May 1986 Economics and Education Cornell Law School Ithaca, New York Juris Doctor,May 1991 Business Law Concentration Admission to Practice Law -New York State, 1992 ASSOCIATIONS New York State Bar Association RichardKahn 575 Lexington Avenue, 4th Floor New York , New York 10022 EDUCATION Pace University, New York ,New York Masters in Taxation, May 1999 Syracuse University, Syracuse, New York Bachelor of Science,May 1994 Certified Public Accountant, 1995 ASSOCIATIONS American Institute ofCertified Public Accountants New York State Society ofCertified Public Accountants QUESTION 13 Sec Jeffrey E . Epstein information in responseto Question 12 QUESTION 15 to Question 9 . BIOGRAPHICAL AFFIDAVIT (International Banking Entity) FullName and Address of Company (DoNotUse Group Names.) l inancialStrategyGroup, Ltd. In connection with the above-named company, I herewith makerepresentations and supply information aboutmyself as hercinafter forth. ( addendum or separate ifspace heron is insufficient to answerany question fully.) IF ANSWER IS "NO" OR "NONE", SO STATE Affiant sFullName(Initials NotAcceptable) Jeffrey Edward Epstein . No. Have you everhad your name changed? Ifyes, the reason for the change. Other names used at any time. b Affiant's SocialSecurity Number. Dateand PlaceofBirth 01/ 20 / 1953 York Affiant s Business Address. RedHook Quarter B3, St. Thomas, VI00802 Business Telephone. 340.779.2564 Listyour residences for the last ten (10) years starting with your current address, giving DATE 1996-Present ADDRESS Little St. James CITY AND STATE St. Thomas, VI Current Residence Telephone. 340.775.2525 A . Please providedetails of your education: DATE DEGREE LOCATION College/ SchoolName: College: Nodegreeawarded. Graduate : N / A Other: N / A B . Indicate if you haveany particular training related to banking business and/ or securities, investment or finance. Mr. Jeffrey Epstein began his calculus and physics at the high school level and transitioned in 1976 to his lucrative business career atBear Stearns & Company.Helater founded his own financial consulting firm in 1981 which brought to the Virgin Islands in 1999 when he opened Financial Company, Inc. (“ ). was a successful Virgin Islands business and a beneficiary of the Economic Devclopment Commission ( ) . Epstein is also the sole shareholder ofSouthern Trust Company, Inc. ( which has been recommended for benefits from and is awaiting the signature of the Governor. Mr. Epstein has a resident of the US Virgin Islands 1996 . Mr. Epstein is an experienced and successful financier and businessman . He is universally renowned for his complex mathematics skills and is an exceptional entrepreneur who has built several highly profitable companies . He has successfully transferred these skills to the world of high finance, having been one of the pioneers of derivative and option -based investing .Helooks shift his focus to the dynamic discipline of international banking His global relationships in the upper echelon of international finance and business , and his highly sophisticated knowledge of finance, science and mathematics will the Applicant to thrive in this competitive environment . ListMembership in Professional Societies and Associations. Mr. Epstein was formerly a Trustee of the Scholar Rescue Fund of the Institute of International Education . Mr. Epstein was formerly a of each of the Trilateral Commission , theCouncil on , and the New York AcademyofScience and is also a former Rockefeller University Board Member . Mr. Epstein has been actively in the Santa Fe Institute , the Thcorctical Biology Initiative at the Institute for Advanced Study, and the Quantum Gravity Program at the University of Pennsylvania , and also sat on theMind, Brain & Behavior Advisory Committee at Harvard 9 . Presentor Proposed Position with the Applicant Company . President and Sole Stockholder Statethe estimated amountoftimeyou will devoteworkingfor the financialinstitution(e. director, partner, manager, officer, stockholler hours per week. 11. Listcomplete employment record (up to and including present jobs, positions, directorates or officerships) for the past twenty (20 ) years. Self- employed. 12. Presentemployer be contacted. N / A employers may be contacted . N / A 13. Indicateassets and liabilityofany applicantandofanypersonwho possessesor controls or intendsto possessor control10 percentor in the capitalof the proposed international bankingentity, or of the personofwhich theproposed internationalbanking entity is to be a unit for cach of the threeyears preceding application. (see attached Statementof Assets and Liability to becompleted). In order to preserve the confidential nature ofMr. Epstein ' s financial information, we are respectfully requesting that we be afforded the opportunity to meet with representatives of the Division of Banking and Insurance and provide a statement of assets and liabilities for review . 14. (a) Have you ever been in a position ,which required a fidelity bond? If any claimswere made on the bond give details . No (b ) Haveyou ever been denied an individualorposition schedule fidelity bond, or had a bond cancelledor revoked? No. 15 . Listany professional, occupational, andvocationallicenses issuedby anypublic or governmentallicensingagencyorregulatory authority, which you presently hold or haveheld in thepast (place and date , license issued, issueroflicense, terminated, reasonsfor termination) At thebeginningofhiscareer, Mr. Epstein held variousprofessionalcertifications, including the Series7 and Series63. Hehasnotheld these certificationsin over thirty years. 16. Duringthe last ten (10) years, haveyou everbeen refused a professional,occupational, or vocationallicense by publicor governmentallicensingagency regulatory authority or has any such licenseheld by you cverbeen suspendedorrevoked?No. 17. List any financial institution in which you control directly or indirectly or own legally or beneficially outstanding stock , participation or have an interest and thepercentage of ownership Ifanyofthe stock is pledged or hypothecated in any way, give details . 18. Will you ormembers of your immediate family subscribe to or own, beneficially or of record, shares of stock of the applicant financial institution or its affiliates? If any of the shares of stock are pledged or hypothecated in anyway, give details. Mr. Epstein willbethe initialsole shareholder. Have you ever filed bankruptcy?No. a . Haveyou everbeen arrested, detained, charged, convicted or had a sentence imposed or suspended orhadpronouncementofa sentence suspended orbeen pardonedforconviction of orpleaded guilty or nolo contendere to an information or indictment charging any felony, or charging a misdemeanorinvolving embezzlement, theft larceny, ormailfraud ,or charginga violation ofany corporatesecurities statute oranyinsurancelaw, or have proceedingsofany federalorstate regulatory agency? For a relatively brief period in what has otherwise a productive and accomplished life, Mr. Epstein did face some legal difficultiesrelating to matters alleged to have taken place seven years ago exclusively within Beach County, Florida. The Palm Beach County Sheriff's Office and the Palm Beach County State Attorncy a local investigation ofMr. Epstein in 2005 rclating to such matters. An investigation was also conducted by the United States Attorney's Office for Southern DistrictofFlorida and the Bureau of Investigation in 2007 relating to the localmatters investigated by the Beach authorities. The investigation was discontinued in 2008 without the issuance ofany charges. Nothing for which Mr. Epstein was investigated had any relation whatsoever to the business or industry ofMr. Epstein or the Applicant. On June 30, 2008, before the Florida Circuit Court forthe 15th JudicialCircuit located in Palm Beach Florida, Mr. Epstein pleaded guilty to and was convicted of, count of solicitation ofprostitution andone countofprocuringprostitution of a person under the age of 18. He served 13 months of an 18-month sentence in the Palm Beach County Jail, followedby enhancedprobation, which he completed over two years ago. There have been no allegations or charges ofanymisconductbyMr. Epstein since that period of time seven ago. Nothing to which Mr. Epstein guilty and was convicted had any relationwhatsoever to the business or industry ofMr. Epstein or theApplicant. b. any company been so charged, allegedly as a result of any action or conduct on your part? . 21. Haveyou ever been an officer, director, trustee, investmentcommitteemember, key , or controllingstockholderofany financialinstitutionwhich, while youoccupied any such positionor capacitywith respectto it, becomeinsolvent/ bankruptorwas under supervisionor in receivership, rehabilitation, liquidationor conservatorship? No. 22. Haveyou declared bankruptcy, orhasan assignmentever beenmadefor the benefitofyour creditors? No. 23 Haveyou been permanentlyor temporarily enjoined from engaging continuingany conductorpractice related to any businessby any competentcourtor governmententity in any country? No 24 Provide two (2) references of personswho have known you for (5 ) five years ormorc Do notinclude relatives, present employer or employees or bank references. James E . Staley Andrew Farkas 25 . Providethree (3) bank references: J. P . Morgan Chase & Co. First Bank [signature page to follow Datedand signed this day ofMarch 2013atNew York. I hereby certify underpenaltyofperjury that I am actingonmyown behalfand that the foregoingstatementsare trueand correctto thebest ofmyknowledgeandbelief. Signature ofaffiant STATE OF NEW YORK ACKNOWLEDGMENT COUNTY OFNEW YORK instrumentwas acknowledgedbeforemethis 20th day ofMarch, 2013, by Jeffrey E . Epstein, who is personallyknown tome. Notary Public MyCommissionExpires: HARRY 1 Notary Public , ofNew York Qualified in Rockland County Commission Expires Corp No. 584624 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE,ST. THOMAS, VI00802 To These Presents Shall Come: 1the undersigned ,LIEUTENANT GOVERNOR ,DO hereby certifies that FINANCIAL STRATEGY GROUP, LTD . Business Corporation of the Virgin Islands filed in my office on April 4, 2014 as provided for by law Articles of Incorporation, duly acknowledged WHEREFORE the persons named in said Articles, and whohave signed the same, and their , are herebydeclared to be from the late aforesaid, a BusinessCorporation by thename and for the purposes set forth in said Articles, with the rightofsuccession as therein Witness myhand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie , St. Thomas, this 10th day of September , 2014. GREGORY R. FRANCIS Lieutenant Governor of the Virgin Islands FORM OFTHE THE UNITED STATES VIRGIN ISLANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OFCORPORATIONS AND TRADEMARKS UNITED . SES Teritory of the U. S. Virgin Islands Creation - Corporation - Domestic 7 Page ( s ) RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OFPROCESS T1425318102 This writing witnesseth that undersioned Business Basics VI, LLC having been designated by FinancialStrategy Group, Ltd. as residentagentof said company, upon whom service of processmaybemade all suits arising against said companyin the Courtsof the UnitedStates Virgin Islands, dohereby consent to act as such agent and that service of process may bemade upon me in accordance with 2014 Title 13, Virgin IslandsCode, this IN WITNESS WHEREOF have hereunto set my signature April 2014 DECLARE, UNDER PENALTY OFPERJURY, UNDER THE LAWSOF THE UNITEDSTATESVIRGIN ALL STATEMENTSCONTAINED IN THIS APPUCATION, AND ANY ACCOMPANYING DOCUMENTS, ARE TRUE AND CORRECT, WITH FULL KNOWLEDGETHAT STATEMENTS THIS APPUCATION ARE SUBJECTTO INVESTIGATION AND THATANY FALSEORDISHONESTANSWER TO ANY QUESTIONMAY GROUNDSFORDENIALOR SUBSEQUENT OF REGISTRATION. 2541794 SIGNATURE OF RESIDENTAGENT DAYTIMECONTACT NUMBER MAILING ADDRESS 340 .776 .8812 9100 Portof SaleMall, Ste 15 St. Thomas, VI 00802 9100 Portof Sale Mall, Ste 15 St. Thomas, VI00802 info @ businessbasicsvi.com PHYSICALADDRESS EMAIL ADDRESS NOTARY ACKNOWLEDGEMENT 2014 Subscribed and swom to before methis April St. Thomas Notary Public Brett A Notary Public - 11 . Thomas St John,USVI MyCommissionExpires: 21, 2013 - MyCommission Expires ARTICLESOF INCORPORATION FINANCIALSTRATEGYGROUP, LTD. We, the undersigned , for the purposes of associating to establish a corporation for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated , the provisions and subject to the requirements of the laws of the Virgin Islands of the United States (hereinafter called the " Virgin Islands , and particularly the General Corporation Law ofthe Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from time to time, domake and file these Articles of Incorporation in writing and do certify : ARTICLE I The nameof the Corporation (hereinafter referred to as the " Corporation ) is FINANCIAL STRATEGY GROUP, LTD. ARTICLE II The principal office of the Corporation in the Virgin Islands is located at 9100 Port of Sale Mall, Suite 15 St. Thomas, U . S. Virgin Islands 00802, and the nameofthe resident agent of the Corporation is Business Basics VI, LLC, whose physical andmailing address is 9100 Port of Sale Mall, Suite 15, St. Thomas, U . S . Islands 00802 ARTICLE III Without limiting in any manner the scope and generality of the allowable functions of the Corporation , and subject to the provisions of Title 9 chapter 25 of the Virgin Islands Code, it is hereby provided that the Corporation shall have the following purposes, objects and powers: (1) To engage in any lawful business in the United States Virgin Islands, including the operation of an internationalbanking entity in accordancewith Title 9 , chapter 25. (2 ) To enter into and carry outany contracts for or in relation to the foregoing business with any person, firm , association, corporation, governmentor governmentalagency. ( 3) To conduct its business in the United States Virgin Islandsand to have offices within the United States Virgin Islands (4) To borrow orraisemoney to any amountpermitted by law by the sale or issuanceof obligations ofany kind, to guarantee loans, other types of indebtedness and financing obligations, and to secure the foregoing by mortgages or other liensupon any and all oftheproperty ofevery kind oftheCorporation . (5) To do all and everything necessary, suitable and proper for the accomplishmentof any of the purposes or the attainment of any of the objects or the exercise of any of the powers hercin set forth, either alone or in connection with other firms, individuals, associations or corporations in the Virgin Islands and elsewhere in the United States and foreign countries, and to do any otheractsor things incidentalor appurtenantto or growing out of or connected with the said business, purposes, objects and powersof any part thereofnot inconsistent with the lawsof the Virgin Islands, and to exercise any and all powers now or hereafter conferred by law on business corporationswhether expressly enumeratedhereinor not. The purposes, objects and powers specified in this Articleshall notbe limitedorrestricted by referenceto the termsofany othersubdivision orof any other article ofthese ArticlesofIncorporation. ARTICLE IV The totalnumber of shares of all classes of stock that the Corporation is authorized to issue is OneMillion (1,000,000) shares of common stock at$5.00 par value; no preferred stock authorized The minimum amount of capital with which the Corporation will commence business is Five Hundred Thousand Dollars($ 500 ,000.00). ARTICLE V Thenamesandplaces of residence ofeach ofthe persons forming the Corporation are as follows: NAME RESIDENCE Erika A . Kellerhals Brett A . Geary NicoleMiller 2E -19 Estate Caret Bay, St. Thomas, VI00802 2 - 11B St. Joseph & Rosendahl, St. Thomas, VI 00802 6E Estate Hull, St Thomas, VI 00802 ARTICLE VI CC 2014 : - The Corporation is to haveperpetualexistence. . ARTICLEVII Forthemanagement of the business and for the conduct of the affairs of the Corporation ,and in further creation , definition, limitation and regulation of thepowers ofthe Corporation andofitsdirectors and stockholders, it is further provided : 1 The numberof directors of the Corporation shall be fixed by, or in the manner provided in , the by- laws, but in no case shall the numberbe fewerthan three (3) unless the Corporationhas fewer than three shareholders. In this case the number of directors may be equal to the number of shareholders. The directors need notbe stockholders. In furtherance and not in limitation of the powers conferred by the lawsof the Virgin Islands, andsubject at all times to the provisionsthereof, the Board ofDirectors is expressly authorized andempowered: (a To make, adopt and amend the by-laws ofthe Corporation, subject to the powers of the stockholders to alter, repealormodify the by-laws adopted by theBoard ofDirectors. To authorize and issue obligations of theCorporation, secured and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in its sole discretion may determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and liens upon any property oftheCorporation, real or personal, including after acquired property. To determine whether any and, if any, what part of the net profits of the Corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders , and to direct and determine the use and disposition thereof. To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, astheBoardofDirectorsmay deem necessary oradvisable 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. ( ) 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 Corporation, and to fix the amountof profits to be distributed or shared or contributed and theamounts of the Corporation's funds or otherwise to be devoted thereto, and to determine the persons to participate in any such plans and the amounts oftheir respectiveparticipations. To issue or grant options for the purchase of shares of stock of the Corporation to officers and employees includingofficers and employeeswho are also directors) of the Corporation and on terms and conditionsasthe Board of Directorsmay from time to time determine. To enter into contracts for the management of the business of the Corporation for terms not exceeding five (5) years. To exerciseall the powers ofthe Corporation, exceptsuch as are conferred , orby these Articles of Incorporation or by the by-laws of the 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, optional or other special rights, and qualifications , limitations or restrictions thereof as is stated in the resolution or resolutions providing for the issue of such stock adopted by the Board ofDirectors and duly filed with the office of the Lt. Governor of the Virgin Islands in accordance with Sections 91and 97 , 13, Virgin IslandsCode, as the samemay be amended from time to time. ARTICLE VIII No stockholder shall pledge as collateral for indebtedness any shares of stock without first obtaining the written consent of a majority of the disinterested members of the Board of Directors of the Corporation. ARTICLE IX At all elections of directors, stockholder shall be entitled to as many votes as shall equal the number of votes that ( except forsuch provision as to cumulative voting) the stockholderwould be entitled to cast for the election of directors with respect to his or her shares of stock multiplied by the number of directors to be elected. The stockholdermay cast all votes for a single director or distribute them among any two ormore of them as he or shemay see fit. At least ten (10) days notice shall be given, however the shareholders are entitle to waive notice of themeeting as provided by law. Furthermore, themeeting and vote of stockholders may be dispensed with, if allof the stockholderswho would have been entitled to vote upon the action if such meeting were held, shallconsent in writing to such corporate action being taken. ARTICLE X Subject to the provisionsofSection71, Title 13, Virgin IslandsCode, the Corporationmay enter into contracts or otherwise transact business with one or more of its directors or officers, or with any firm or association of which one or more of its directors or officers are members or employees, or with any other corporation or association ofwhich oneormore of its directors or officersare stockholders, directors, officers, or employees, and no such contractor transaction shallbe invalidated or in any way affectedby thefactthat such directoror directors or officerorofficershaveormayhave intereststherein thatare ormightbeadverse the interestsof the Corporationeven though the vote of the directoror directors having such adverse interest is necessary to obligate theCorporation on such contract or transaction, providedthat in any such casethefactof such interest shall be disclosed or known to the directorsor stockholders acting on or in reference to such contractor transaction. No directoror directorsor officer orofficershavingsuch disclosedor knownadverse interestshall be liable to the Corporation or to any stockholder or creditor thereof or to any other person for any loss incurredby it underor by reason of any such contractor transaction, nor shall any such director or directors or officeror officersbeaccountablefor any gainsor profits realized thereon The provisionsof this Article shall notbe construed to invalidateor in any way affect any contract or transaction that would otherwisebe valid underlaw ARTICLEXI The Corporation shall indemnify any person who was or is a party or is threatened to bemade a party to any threatened , pending, or completed action, suit, or proceeding , whether civil , administrative , or investigative (other than an action by or in the right of the Corporation ) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Cofforation , of is or was serving at the request of the Corporation as a director, officer, employee, cor agent of another corporation , partnership , joint venture, trust, or other enterprise, against expenses attorney ' s fees), judgments , fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit,orproceeding if: (1) heor she acted ( A ) in good faith and (B) in amannerreasonablybelieved to be in or notopposed to the best interests ofthe Corporation; and ( 2) with respect to any criminalaction or proceeding,heor shehadno reasonable cause to believe hisorher conductwasunlawful. The termination of any action, suit, or proceeding by judgmentorder, settlement, conviction, or upon plea ofnolo contendere or its equivalent, shall not, of itself, create a presumption that the person did notact in good faith and in amannerwhich heor she reasonablybelieved to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believethat his conductwas unlawful. (b) Any indemnification under subparagraph (a) ' unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that he or she hadmet the applicablestandardofconductset forth in subparagraph (a). Such determinationshallbemade: (1 by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion ; or (3) by the stockholders . ) 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 ofdirectors in the specific case upon receiptof 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 asauthorized in this article. The indemnification provided by this Article shallnotbe deemed exclusive of any other rights to which those seeking indemnificationmay be entitled under any bylaw , agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his orher official capacity and as to action in another capacity while holding such office, and shall continue asto a person wh to be a director, officer, employee, or agent and shall inure to the benefit of the , , and administrators ofsuch person. The Corporation shall have power to purchase and maintain insurance on behalf any person who is or was a director, officer, employee, or agent of the Corporation , or is or was at the request of the Corporation as a director, officer, employee , or agent of another corporation , partnerskip joint venture, trust, or other enterprise against any liability asserted against him or by him or her in any such capacity, or arising out of his or her status as such, whether not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article ARTICLE XII The Corporation reserves the right to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions authorized by the lawsof the Virgin Islands in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the Board ofDirectors and the stockholders by these Articles of Incorporation are granted subject to the provisions of this article. IN WITNESSWHEREOF,we havehereunto subscribed ournames this 3rd day of April, 2014. Erika A . Kellerhals, Incorporator BrettA .Geary, Incorporator Nicole Miller, Incorporator TERRITORY OF THEUNITED STATES VIRGIN ISLANDS DISTRICTOF ST. THOMAS AND ST. JOHN The foregoing instrumentwas acknowledged beforemethis 3rd day of April, 2014, by Erika A . Kellerhals, Brett A . Geary andNicoleMiller. Notary Public 2014 NOTARX PUBLIC NP- - 13 COMMISSION / / ST THOMAS ST JOHN , GOVERNMENT OF THE VIRGIN ISLANDS THE UNITED STATES CHARLOTTEAMALIE, ST. THOMAS To All To Whom These Presents Shall Come I, the undersigned, LIEUTENANTGOVERNOR,do hereby certify that FINANCIAL STRATEGY GROUP, LTD. of the Virgin Islands filed in myoffice on March 25, 2015as provided for by law , Amended Articles of Incorporation, duly acknowledged; and that a duplicate originalthereofhasbeen filed in Office ofthe Clerkofthe District Court of the Virgin Islands; WHEREFORE the said Amended Articles are hereby declared to have been duly recorded in this Office on the date aforesaid, and to be in full force and effect from that date. Witnessmyhand and Seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 13th day ofMay 2015 OSBERT E POTTER LieutenantGovernorfor the Virgin Islands GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE,ST. THOMAS,VI 00802 To Whom These Presents Shall Come: I the undersigned, LIEUTENANT GOVERNOR , do hereby certify that FINANCIAL STRATEGY GROUP . a Virgin Islandscorporation, filed in the Office of the Lieutenant Governor on March 25 2015 provided for by law , Certificate of Amendment Articles of Incorporation, duly acknowledged ; changing its name to SOUTHERN COUNTRY INTERNATIONAL LTD. WHEREFORE the said Amendment is declared to have been duly recorded in this office on the aforesaid and to be in full force and effect from that date. Witness my hand and the seal of the Government of the United States Virgin Islands, at Charlotte Amalie, this 13th day of May, A . D . 2015. OSBERT E POTTER Lieutenant Governor of the Virgin Islands CORRECTED AMENDMENT TO THE ARTICLESOF INCORPORATION FINANCIAL STRATEGYGROUP, LTD. We, the undersigned, do hereby adopt the following amendments to the Articles of Incorporation of Financial Strategy Group,Ltd.: Article Ishall be deleted in its entirety and amended to read as follows: ARTICLE I The name of the Corporation (hereinafter referred to as the"Corporation") is SOUTHERN COUNTRY INTERNATIONAL LTD. Article shall be deleted in its entirety and amended to read asfollows: ARTICLE IV The totalnumberofsharesofall classes ofstock that the Corporation is authorized to is One Hundred Thousand (100,000) shares ofcommon stock at$5. par valueand OneHundred Thousand (100,000) shares of preferred stock at $1.00 parvaluewith an 8 % coupon. The minimum amount of capital with which the Corporation will commence business is Five Hundred Thousand Dollars($500,000). - signature page follows] IN WITNESS WHEREOF,we havehereunto subscribed names this 18th day of December, 2015. Jeffrey E. Epstein, President Indyke, Secretary Richard Kahn, Treasurer TERRITORY OF THE UNITED STATES VIRGIN ISLANDS DISTRICT OF ST. THOMASAND ST. JOHN The foregoing instrument was acknowledged before me this Epstein of December, 2015, by Jeffrey E Notary Public STATE OF NEW YORK COUNTY OF NEW YORK The foregoing instrumentwas acknowledgedbeforemethis and RichardKahn. December, 2015, by Darren K . Indyke Habibe Notary Public HABIBE AVDIU NOTARY PUBLIC -STATE OF NEW YORK No, RichmondCounty Commission October 14, 2018 OVER THE UNITED STATES VIRGIN ISLANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OFCORPORATIONSAND TRADEMARKS 5049KongensGade 1105KingStreet CharlotteAmalle, Virgin Islands00802 Christiansted, Islands00820 - .776.8515 Phone - 340.7736449 Fax - 340.776.4612 Fax - 340.773.0330 FRANCHISE TAX REPORT - DOMESTIC CORPORATION CORPORATE FILINGSAND REQUISITE TAXES ARE DUE, EACH YEAR , ON OR BEFORE JUNE AVOID PENALTIES AND INTERESTBY PAYING ON TIME. TODAY' SDATE TAX CLOSING DATE 6 /30/2018 12/31/2017 66-0821138 EMPLOYER IDENTIFICATION NO . (EIN ) SECTION 1 CORPORATIONNAME PHYSICAL ADDRESS MAILING ADDRESS Southern Country International, Ltd. (formerly FinancialStrategy Group, Ltd.) 6100 RedHook Quarter, B3, St. Thomas, U .S. Virgin Islands 00802 6100 RedHook Quarter, B3, St. Thomas, U. S. Virgin Islands 00802 4 4 / 2014 International Banking Entity DATEOFINCORPORATION NATURE OF BUSINESS SECTION 2 CAPITAL STOCK AUTHORIZED ON LAST FILED REPORT CAPITAL STOCK AUTHORIZED ON THIS DATE 1 000,000 shares, common stock $ 6.00 . GOV. CORP $ 500 ,000 SECTION 3 IN CAPITALSTOCK USED IN CONDUCTINGBUSINESS A . AS SHOWN ON LASTFILEDREPORT B ADDITIONALCAPITALPAID SINCE LAST REPORT C SUM OF A ' AND ' ' ABOVE PAID - IN CAPITALWITHDRAWNSINCELASTREPORT E. PAID-IN CAPITAL STOCKATDATEOF THIS REPORT F HIGHEST TOTAL PAID-IN CAPITALSTOCKDURING REPORTING PERIOD $ 34,662 , RECEIVED 534, SECTION 4 COMPUTATION OF TAX A AT RATE OF$ 1.50 PER THOUSAND(PLEASEROUNDDOWN TO THENEARESTTHOUSAND ON HIGHESTTOTALPAID -IN CAPITALSTOCK AS ON LINE 3F ABOVE B. TAXDUE(4A OR $150.00 (WHICHEVERISGREATER SECTION PENALTY AND INTERESTFOR LATE PAYMENT A PENALTY- % OR $50.00 WHICHEVER IS GREATER) OF 4B B . INTEREST- 1% COMPOUNDEDANNUALLY FOREACHMONTH OR PARTTHEREOF, BYWHICH PAYMENTIS DELAYEDBEYOND THE JUNE DEADLINE C TOTAL PENALTY AND INTEREST SECTION 6 TOTAL DUE(TAXES , PENALTY , INTEREST) SUM OF 4B AND 5C 00 UNDER PENALTY OF PERJURY, UNDER THE LAWS OF THE UNITED STATES VIRGIN THAT ALL STATEMENTS CONTAINED THIS APPLICATION AND ANY ACCOMPANYING DOCUMENTS ARE TRUE AXO CORRECT WITH FUU KNOWLEDGE THAT ALL STATEMENTS MADE IN THIS APPLICATION ARE SUBJECT TO INVESTIGATION AND THAT ANY FALSBOR DISHONEST ANSWER TO ANY QUESTION MAY BE GROPNDS FOR DENIAL OR SUBSYQUENT REVOCATION OF REGISTRATION . PRESIDENT /2018 2018 DATE DATE Kahn PRINTEDFIRSTNAMEAND LASTNAME SIGNATURE Jeffrey E. Epstein PRINTED FIRST NAME AND LASTNAME REPORT OF STOCKHOLDERS ON TAX EXEMPTED ENTITIES (Due on or before June of each year.) Pursuant to Title 29 Chapter 12 Section 716 (a ) of the Virgin Islands Code, requiring the filing stockholders , the following statement is filed with the Office of the Lieutenant Govemor NAMEOF ENTITY Southern Country International, Ltd TYPE OF ENTITY: (Pleaseselectone.) Sole Proprictor Partnership Domestic Limited Partnership Foreign Limited Partnership DomesticLimitedLiability Partnership Foreign LimitedLiability Partnership Domestic Corporation Exempt Corporation Foreign Corporation Domestic LimitedLiability Company Foreign Limited Liability Company MAILINGADDRESS 6100 RedHook Quarter, B3, St. Thomas, USVI OF January 1, 2015 to December NAMES AND ADDRESSES OF ALL PERSONS(ENTITIES) OWNING FIVÉ MORE PERCENTOF THE STOCK OREQUITABLEOWNERSHIP: LT.. OFFICE FECEIVED Name Address Percent 100 Residents Jeffrey Epstein 6100 RedHook Quarter, B3, St. Thomas USVI00802 Note: This reportmust also includethe names and addressesofall legal or equitable owners of such benefited business who have or will claim benefits under this as bona fide residents of Virgin to Act 6748. DATED 12 VERIFIED Presidentor Vice President Secretary or Asst. Manager orManaging Partner SOUTHERN COUNTRY INTERNATIONAL, LTD. 1018 Government of the Virgin Islands 2 / 6 / 2019 Annual fees for 2019 renewal 75. 000.00 First Bank 75, 000. 00 ST CROIX 116 King Street, Frederiksted, (340 ) 773-6499 FAX (340) 773-7701 ST. THOMAS Shopping Center, Suite 620 St. Thomas, VI (340) 714- 1700 FAX(340) 777- 1103 UNITED ISLANOS EconomicDevelopment Authority USVIEDA.org November 19, 2018 Via Electronic and CertifiedMail Mrs. Cecile R. de Jongh Manager Southern TrustCompany, Inc. 6100RedHook Quarter, B3 St. Thomas, VI00802- 1348 Re: Southern Trust Company, Inc. DearMrs. de Jongh: The Virgin Islands Economic Development Commission (“ VIEDC " ) Division of Compliance completed a compliance report of Southern Trust Company , Inc. ( Southem Trust ) for period February , 2013 through December 31, 2017 For the compliance period covering February , 2013 through December 31, 2017 the VIEDC has determined that Trust has complied with the Standard Conditions, Special Conditions and Reporting Requirements of its tax incentive Certificate. As of the completion date of this report, the Division of Compliance has not received a response from the Virgin Islands Department of Labor ( VIDOL" ) Upon receipt of compliance clearance from the VIDOL, the Division of Compliance will issue a compliance clearanceletter to Southern Trust for theabove mentioned compliance period. You may provide a response to this compliance report within 30 days ofreceiptof this correspondence. Ifwe do not receivea response from you by this date, we will conclude that you are in agreementwith the compliance report findings. Questions orconcerns regarding thismatter shall be directed to Claude S . M . Gerard, DirectorofComplianceat 340-773-6499 ext. 2621or email csmgerard @ usvieda. org Cordially Claude S. M . Gerard DirectorofCompliance cc KamalI. Latham , ChiefExecutiveOfficer, USVIEDA Wayne L. Biggs Jr., Assistant ChiefExecutiveOfficer, USVIEDA Sandra Bess, Compliance Officer II, VIEDC Joy Penn, Senior ComplianceOfficer, VIEDC . CROIX 116 King Street, Frederiksted, (340 -6499 FAX(340)773 7701 ST. THOMASB000 ShoppingCenter, Suite620, St. , 340) -1700 FAX (340)715-2753 WWW . ORG STATES VIRGIN ISLANDS Economic Development Authority CONFIDENTIAL COMPLIANCEREPORT SOUTHERN TRUSTCOMPANY, INC As of December31, 2017 SUMMARYHIGHLIGHTS: TrustCo., Inc. was granted a tax incentiveCertificate: commencementFebruary 1, 2013, termination January 31, 2023. This report covers the period: February 1, 2013to December31, 2017. Southern Trust Co., Inc. met the Certificate' s investment requirement of not less than $400,000 after a requested extension was granted by the Board of Commissioners. Capital Expenditures for the period: $549,853 of which 84 % ($459,853) was procured locally. and Services for the period: $ 7, 114 ,683 ofwhich 15 % ($ 1,091, 766 ) was procured locally . Trust Co., Inc. met the tax incentive Certificate' s full- time employment requirementof five (5 ) full-time employees within one year the Chairman signs the Certificate Southern Trust Co. , Inc met the tax incentive Certificate ' s employee statutory residency requirement as at least 80 % of all employees and 20 % of management, technical and supervisory positions are residents ofthe US Virgin Islands. Southern Trust Co. , Inc met the Certificate ' s requirements of special condition numbers ; one (charitable contributions), two ( $ 2 ,500 annually to the Department of Labor), three ($ 2,500 annually to the Territorial Scholarship Fund), four ( 100 % employer paid medical and dental insurance coverage) five (minimum $50,000 employer paid term life insurance), six ( Simple IRA or similar retirement plan ), seven (paid vacation , personal emergency days , bereavement andmedical leave ), eight (management training program ), nine (tuition reimbursement, employee training and continuing professional education ), ten (leave to participate and represent the US Virgin Islands in athletic and sporting events), eleven ( employee donated leave program ), twelve (purchase insurance from resident insurance companies ), thirteen ( purchase goods and services from US Virgin Islands as available to the greatest extentpossible). Trust Co., Inc. complied with the statutory requirements of the Virgin Islands Economic Development Commission' sprocurement process. Trust Co., Inc. met the Virgin IslandsEconomicDevelopmentCommission' s reporting requirements . COMPLIANCEREPORT SOUTHERN TRUST COMPANY, INC. As ofDecember 31, 2017 Title 29, Chapter12 VIC , Section 715(a) states in part " upon proper application or reapplication, public hearingand in compliancewith all other relevantprovisionsofthis chapterpertainingto the grant of initial benefits, as determined and required by the Commission, any recipientof industrial developmentbenefits (sic), be granted an extension,modification, or renewalof benefits. .. A ComplianceReport is performed to substantiatethe Beneficiary' s performancewith the terms of its contractwith the Governmentof the Virgin Islandsof the United States. The review includes compliance with the Virgin Islands Economic Development Program Law, all applicablelocaland federallaws, andprogram regulationsto includethereportingrequirements. HISTORY: On November 18, 2011, Financial Informatics Inc. filed Articles of Incorporation with the Office of the Lieutenant Governor. On December 8, 2011 they were issued a Certificate of Incorporation authorizing them to conduct business in the Virgin Islands. On September 20 , 2012 , Article of Financial Informatics, Inc.' s articles of incorporation was amended to reflect a change of name too Southern Trust Company, Inc Southern Trust Company, Inc. specializes in the interpretation of biomedical and financial artificial intelligence and offers market intelligence to companies which operate in the financial, biomedical and pharmaceutical industries. Southern Trust Company Inc.' s primary goal is to become a successful competitor in the field of artificial intelligence concentrated in biomedical informatics and financial informatics algorithms and technology . They focus on data acquisitions and locating and establishing wide-ranging, all-inclusive biomedical and financial information databases on servers located in theUS Virgin Islands. Southern Trust Co., Inc. was granted tax incentives to conduct the operation of a Category IIA designated financial services business, providing extensive DNA database and to develop a data mining platform for the database to be available through the internet. Services include the development of financial and biomedical informatics. Information will bekept on servers located in theUS Virgin Islands. All clients will be located outside the U . S . Virgin Islands. The grant of tax incentives is for a period of ten ( 10) years commencing and terminating as follows: COMMENCEMENT TERMINATION IncomeTaxes 90 % February 1 2013 January 31, 2023 Gross Receipt Taxes 100 % February 1, 2013 January 31, 2023 Excise Taxes(Raw Materials) 100 % A N / A Excise Taxes (Equip.,Mach.) 100 % February 1, 2013 January 31, 2023 Dividend Withholdings February 1, 2013 January 31, 2023 Interest Withholdings February 1, 2013 January 31, 2023 Real Property Tax 100 % N / A N A Custom Duties NA NA CONFIDENTIAL 2 COMPLIANCE REPORT SOUTHERN TRUST COMPANY, INC. As of December 31, 2017 Southern Trust Company Inc. submitted an application for tax incentives which was presented at the Virgin Islands Economic Development Commission 's Public Hearing on November 15, 2012 and Commission meeting on January 23, 2013. The Governor of the US Virgin Islands approved the grant of benefits for Southern Trust , Inc. on May 31, 2013 An orientation meeting was conducted on February 19, 2014 with the Virgin Islands Economic Development Commission 's ("VIEDC Director of Compliance and Compliance Officer along with legal counsel and principals of Southern Trust Company , Inc. AsofDecember31, 2017, Southern Trust Co., Inc. (" the Beneficiary ) received four years, ten monthsof tax incentivebenefits. Southern Trust Company, Inc. is solely owned by Mr. Jeffery E. Epstein. Mr. Epstein also owned former VIEDC Beneficiary Financial Trust Company Inc. whose tax incentive Certificate commenced on April 1, 2009 with a termination date of December 31, 2014. By letter dated April 4 , 2012, Financial Trust Company , Inc. requested and was granted a termination of its tax incentive Certificate effective March 23, 2013. INVESTMENT: The Beneficiary shall invest in this businessin the Virgin Islandsof the United States not less than the amountof four hundred thousand dollars ($ 400,000) in thebenefited business upon commencementofbenefits and completing one (1) year thereafter." By letter dated November 12, 2013, the Beneficiary' s legal counsel requested a one year extension until February 1, 2015, to meet the capitalinvestmentrequirement. The VIEDC informed the Beneficiary by letter dated February 20, 2014 that at the January 24, 2014 decisionmeeting, the Board approved Southern Trust Company' s petition and granted an extension of time for Southern TrustCompany, Inc. to meetits capitalinvestmentby February 1, 2015 FINDINGS The tax incentive Certificate required Southern Trust Co., Inc. to invest not less than $ 400,000 commencing February 1, 2013 and completed one year thereafter - January 31, 2014 . The Beneficiary ' s petition request to the VIEDC Board of Commissioners granted an extension to February 1, 2015 . Asof 2015, the Beneficiaryinvested a totalof$539, 722,meeting the Beneficiary' s tax incentive Certificate's investmentrequirementas requiredby the extension granted by the VIEDC Board Forthe period coveredbythis report Southern Trust invested a cumulative total of $628,472, a totalof$ 228,472 over the tax incentive Certificate' s investmentrequirement CONFIDENTIAL 3 COMPLIANCEREPORT SOUTHERNTRUSTCOMPANY, INC. AsofDecember31, 2017 CAPITAL EXPENDITURES : VI YEAR TOTAL ELIGIBLE VI SUPPLIER 227,637 155 132 NON-VI SUPPLIER 60, 000 30 .000 $ SUPPLIER ,055 2, 300 56 598 10,131 72,325 2013 2014 2015 2016 2017 CUMULATIVE TOTALS 8 055 289,937 241.730 10 131 78 619 6 769 , 409 96,294 ,472 FINDINGS: SOUTHERNTRUSTMANAGEMENT , INC. CAPITAL EXPENDITURE 2013- 2017 15% VISupplier VI Supplier * Non - For the period 2013 to 2017, the Beneficiary reported procuring a total of $628,472 in capital expenditures . Of the total expenditures reported; 61% ($ 382,769) were purchases from Eligible Virgin Islands Suppliers for machinery and equipment and vehicles , 24 % ($ 149, 409) were purchases from VI Suppliers machinery /equipment and leasehold & improvements and 15 % ($ 77, ) from non-VI Suppliers for computer software . CONFIDENTIAL COMPLIANCE REPORT SOUTHERN TRUST COMPANY, INC. As of December 31, 2017 GOODS AND SERVICES : YEAR NON- SUPPLIER TOTAL SUPPLIER $ $ 2013 2014 2015 2016 2017 CUMULATIVE TOTAL ELIGIBLE SUPPLIER $ 10 089 38 ,978 76 ,611 82,529 93,940 202,394 281.278 201.902 197 985 154,620 771, 461 $ 1.895 365 2 ,058,586 1 297 505 1428, 992 983, 944 2 ,215 621 2 337,099 1578,019 1677 ,552 $ 302 147 1,038, 179 7, , 909 8 ,792, 235 FINDINGS For the period February 1, 2013 to December 31, 2017, the Beneficiary reported procuring a total of $ 8,792, 235 for goods and services. Purchases from non- Virgin Island suppliers totaled $ 7 ,451,909 (85 % ) of which the majority was spenton legal/accounting, advertising, supplies and insurance. Procurement from Virgin Island Suppliers was $ 1,038,179 (12 % ), of which the majority was spent on rent, utilities, legal/accounting and supplies. Purchases from Eligible suppliers totaled $ 302,147 ( 3 % ) of which the majority was spent on advertising, insurance, utilities, repairs andmaintenance. SOUTHERN TRUST MANAGEMENT, INC. GOODS AND SERVICES 2013 - 2017 Supplier LOCAL PROCUREMENT: In accordance with Division 7 of the Virgin Islands Economic Development Commission Rules and Regulations , the Beneficiary must comply with procurement procedures (Section 708 -701to 708 -713). CONFIDENTIAL 5 COMPLIANCEREPORT SOUTHERN TRUST COMPANY, INC. AsofDecember31, 2017 SOUTHERNTRUST MANANGEMENT TOTAL PROCUREMENIT 2013 2017 100 90 % 80 % 70 60% 50 % 40 30 % 20 % 10 0 Exp 90. 149 Goods Sves 7 451 1 038. 179 local Suppliers 322, FINDINGS: For the period February 1, 2013 to December 31, 2017, the Beneficiary expended a total of $ 9,420,707 for capital expenditure and goods and services. A total of $ 7,548,203 (80 % ) was expended to non-LocalSuppliers, ofthese purchases themajority was spenton legal/ accounting, advertising and computer software. Purchases made from Virgin Island Suppliers totaled $ 1, 187, 588 (13% ) ofwhich themajority was spent on utilities, rent andmachinery/equipment. A totalof$684, 916 (7 % ) was expended with eligible suppliers, of these purchases themajority was spenton machinery/equipment, vehiclesand legal/accounting. In accordance with the VIEDC Rules and Regulations, Section 708-709 the Beneficiary was required to provide proof of soliciting goods and services on a competitive basis for a single purchase exceeding $ 25,000, unless the good or service is deemed an exempt procurement as stated in section 708-706 . For the period covered by this report, the Beneficiary's purchases for ISP equipment, computer software, a vehicle, and machinery/equipment exceeded $ 25,000. The purchase for ISP equipment, a vehicle and machinery/equipment weremade with Eligible VI Suppliers, and therefore deemed exempt. The computer software was also exempt as the specialized software required by the Beneficiary is not available in the United States Virgin Islands. EMPLOYMENT: “ The Beneficiary will employ a minimum of five (5) full-timeemployeeswithin one year from the date the Chairman signs its Certificate, and an additional five (5 full-time employeesby the end of the sixth year of operation. The Beneficiarywas granted a 50 % residentemploymentwaiver for the first five (5) years of operation and to require the CONFIDENTIAL COMPLIANCEREPORT SOUTHERN TRUSTCOMPANY, INC. As ofDecember 31, 2017 following: The Beneficiary will contribute two thousand five hundred dollars ($ 2 ,500) annually to the Territorial Scholarship Fund, administered by the Board ofEducation, for each non -resident that causes it notto meet the 80 % requirement Southern Trustwill also exhaust all recruitment options available but not limited to the University of the Virgin Islands and then Department of Labor. VIEDC Rules and Regulations Section 708 -605 define full-time employees or employment as "employment, on a permanent and continuous basis, for thirty -two ( 32) hours ormore per week ” FINDINGS: The Chairman of the VIEDC Board signed the tax incentive Certificate on February 5, 2014. YEAR TOTAL 20 % V .I 8 2013 2014 2015 2016 2017 AVERAGE AVERAGE AVERAGE AVERAGE ERAGE FULL TIME V.I.RES. V.I.Res. MGMT. 100 % 8 91% 3 100 % 8 100 % 94% 8 100 100 % 100 % 100 % % 8 For the period 2013 to 2017 , the Beneficiary employed an average of seven (7) to nine (9 full time employees. They met the tax incentive Certificate ' s requirement of five (5) full-time employees within one year from thedate the Chairman signed the certificate . Although granted a 50 % resident employment waiver for the first five (5) years of operation , the Beneficiary met the statutory requirement of 80 % of all employees being residents of the Virgin Islands,with no less than 20 % in the area ofmanagement, supervisory and/or technical positions. STANDARD CONDITION: Beneficiary shall maintain payroll accounts, from which local employees are paid in a bank licensed and conducting business in the United States Virgin Islands, in compliance with 1992 V . I. Sess. Laws 5768. The Beneficiary confirmed that a payroll account from which employees are paid ismaintained at FirstBank VI. First Bank is licensed and conducting business in the US Virgin Islands. SPECIAL CONDITIONS : 1. Beneficiary willmake a minimum charitable contribution of fifty thousand dollars ($ 50 ,000 ) annually. The Beneficiary will donate three thousand dollars ($ 3,000) annually to the Territorial Scholarship Fund pursuant to 2006 V . I . Sess. Laws 6842. CONFIDENTIAL 7 COMPLIANCEREPORT SOUTHERN TRUST COMPANY, INC. As ofDecember 31, 2017 Additionally , the Beneficiary will donate 50 % of its annual charitable contribution to public school program and initiatives pursuant to 29 V . I . C . m ). REQUIRED BY TAX INCENTIVE CERTIFICATE 2013 2014 2015 2016 2017 PUBLIC SCHOOL PROGRAMS AND INITIATIVES $ 25, 000 $ ,000 55 696 34, 620 000 $ ,000 CHARITABLE CONTRIBUTION $ 22,000 40,924 16 ,880 28.250 26 ,200 TERRITORIAL SCHOLARSHIP FUND 31,310 6 ,000 3 . 000 3,000 3 ,000 3,000 ANNUAL BENEFICIARY CONTRIBUTIONS MINIMUM REQUIREMENT - 50, 000 $ ,924 | $ ,924 93,006 $ 006 54, 4,500 56,250 $ 6,250 $ 54, 200 $ 4, VARIANCE(OVER ) The tax incentive Certificate required Southern Trust Company, Inc to make annual contributions of $ 50,000 total contributions of $ 250, 000 for the period January 1, 2013 to December 31, 2017. Beneficiary provided documentation to substantiate contributions made in 2013 totaling $ 96 ,624 . Of the total $ 56 ,000 was given to VI Department of Education, and $ 40, 924 to charitable contributions which include the University of the Virgin Islands Community Foundation of the Virgin Islands, Zero Tolerance Basketball Org. Inc. , and the St. Thomas Reformed Church. The Beneficiary provided documentation to substantiate contributions made in 2014 totaling $ 93, 006 . Of the total: $ 35,696 was directed to public school program and initiatives for the STEM Fair, and $ 10, 000 Science and Math scholarships to one student of the Charlotte Amalie and one from the Ivanna Eudora Kean High School. Contributions to charitable organizations in the amount $ 31, 310 were given to organizations such as Humane Society of St. Thomas, Antilles School, Community Foundation of the VI. The Beneficiary also made a contribution of $ 6 , 000 to the Territorial Scholarship Fund, which included a contribution of $ 3, 000 not made in 2013 The Beneficiary provided documentation to substantiate contributions made in 2015 totaling $ 54 ,500 . Of the total $ 34,620 was directed to public school program and initiatives for the Ivanna Eudora Kean High School' s Dancing Classroom and Junior Achievement US Virgin Islands, and Computers for public schools through the Board of Education. Contributions to charitable organizations in the amount $ 16, 880 were given to organizations such as My Brothers Workshop , Humane Society St. Thomas, Antilles School, and Community Foundation ofthe VI. The Beneficiary also made a contribution of $ 3, 000 to the Territorial Scholarship Fund. and 2014 Scholarship Fund contribution CONFIDENTIAL 8 COMPLIANCEREPORT SOUTHERN TRUST COMPANY, INC. AsofDecember31, 2017 The Beneficiary provided documentation to substantiate contributions totaling $ 56 ,250 made in 2016 . Contributions to public school programs and initiatives in the amount $ 25 , 000 was given to the Community Foundation of the VI and the VI Chapter of the Organization of Black Aerospace Professionals. Charitable Organizations such as Lutheran Social Services, Antilles School, Inc, Community Foundation of the VI and the Harmonic Lodge were given a total of $28,250. The Beneficiary also made a contribution of $ 3 ,000 to the Territorial Scholarship Fund. The Beneficiary provided documentation to substantiate contributions totaling $51, 200 made in 2017. Contributions to the public school and initiatives in the amount $ 25 ,000 was given to the Department of Planning & naturalResources library Revolving Fund . Charitable organizations such as Lutheran Social Services of the V . ., St. Thomas Rescue, Inc., Community Foundation and Wesley Methodist Church were given a total of $ 26 ,200 The Beneficiary also made a contribution of $ 3 ,000 to the Territorial Scholarship Fund. The tax incentive Certificate required the Beneficiary to make a minimum of $250,000 in charitable contributions. For the period covered by this report the Beneficiary contributed $ 354,880 ; a total of $ 104,880 over the tax incentive Certificate' s requirement The Beneficiary met the requirements ofthis special condition . 2 . Beneficiary will contribute two thousand five hundred ( $ 2,500) annually to the Departmentof Labor, to bemanaged in collaboration with the USVIEDA, for the creation, development, management, and maintenance a database designed to recruit Virgin Islanders living abroad who desire to move back to the US Virgin Islands, pursuantto 2011VISess Laws7301, as applicable. TheBeneficiaryprovided documentationto substantiatecontributionsmadein 2014 totaling $ 5 ,000 to the VIDepartmentof Labor forthe years 2013 and 2014. The Beneficiary provided documentation to substantiate a contribution of $ 2 , 500 to the Departmentof Labor for the year 2015 The Beneficiary provided documentation to substantiate a contribution of $ 2,500 to the Department ofLabor for the year 2016 . The Beneficiary provided documentation to substantiate a contribution of $ 2 ,500 to the Departmentof Labor for the year 2017. The Beneficiary met therequirements ofthis special condition CONFIDENTIAL 9 Page COMPLIANCE REPORT SOUTHERN TRUST COMPANY, INC. As of December 31, 2017 3. The Beneficiary will contribute two thousand fivehundred dollars ($ 2,500) annually to the Territorial Scholarship Fund administered by the Board of Education for each non-resident that causes itnot to meet the 80 % requirement. Southern Trust will also exhaust all recruitment options available butnot limited to the University of the Virgin Islands and the Department ofLabor. Forthe period 2013 to December 2017, and as shown in the employmentchart, the Beneficiary' s employee recruitment did not fall below the tax incentive Certificate' s residency requirementof 80% and therefore was not required to make annualcontributionsin the amountof$2,500 to the TerritorialScholarship Fund The Beneficiarymet the requirements of this special condition . 4. The Beneficiary will provide its full-time employees and dependent with one hundred percent (100 % ) employer paidmedicaland dental insurancecoverage. The employeehandbook provided by the Beneficiary states thatall full-timeemployees become eligible to participate in Southern Trust Company' s group health plan on the first day of themonth following one day of employment and satisfaction of any eligibility or other requirements of the group health insurance policy in effect at the time. The Beneficiary provides its full-time employees and their dependents with 100 % employer paidmedicaland dentalinsurance coverage. The Beneficiary provided a copy of health and dental insurance coverage providedby United HealthCare seven employees. TheBeneficiarymetthe requirements ofthis special condition. 5. The Beneficiary will provide each eligible full-timeemployee with a minimum of fifty thousand dollars ($50,000)employer paid term life insurance. The employee handbook provided by the Beneficiary states that Southern Trust Company provides life and accidental death and dismemberment insurance to all full -time employees in the amount of $50,000 of employer-paid term life insurance after one day ofemployment. The Beneficiary provided a copy of United HealthCare s life insurance coverage in the amount of $ 50,000 provided to seven employees from 2013 and 2014. For the years 2015 to 2017 employees were provided employer paid term life insurance coverage in the amount of $ 100,000. The Beneficiary mettherequirements of this special condition. CONFIDENTIAL 10 COMPLIANCE REPORT SOUTHERN TRUST COMPANY, INC AsofDecember31, 2017 6. The Beneficiary willprovide its employeeswith a Simple IRA or similar retirement plan . The employee participant may make monthly salary deferrals. The Beneficiary will make a matching contribution equal to 100 % of the employee' s elective deferralup to a limit of 3 % of annualcompensation . The Beneficiary employee handbook provided to substantiate the SIMPLE IRA retirementplan states that Southern Trust Company has an established Simple IRA RetirementPlan in which eligibleemployeecan participateafter oneday ofemployment. Employee participantsmay makemonthly salary deferrals. Southern Trust Company makes amatchingcontribution equalto 100 % ofthe employee' s electivedeferralup to a limitof 3 % annualcontribution. The Beneficiary also provided the copy of an American Funds Simple IRA Adoption Agreement serviced by of Seslia Securities, St. Thomas, Virgin Islands. The plan originally created July 1, 2001was amended and restated on April 1, 2013. The plan 's employer contributions states, a matching contribution equal to 100 % of elective deferrals up to a limit of 3 % of compensation for the calendar year The plan also allowed for Rightsof Accumulation from Financial Trust Company For the period 2013 to 2016 , the Beneficiary provided documentation showing annual employee contributions for full-time employees except Mr. Jeffrey Epstein For the year 2017, the Beneficiary provided documentation showing annual employee contributions for full-time employees except Mr. Jeffrey Epstein, and TheBeneficiary met therequirements ofthis special condition. 7. The Beneficiary will provide its employees with a minimum of two ( ) weeks paid vacation during the first year of employment, three (3) weeks paid vacation up to five years (5) years of employmentand four (4) weeks paid vacation after five (5) yearsof employment. The Beneficiarywill also provide its employees with two ( ) paid personal days and fifteen (15) paid holidays annually. The Beneficiarywill provideup to five (5) personalemergency days and five (5) days bereavementleave. Undermedicalleave policy, full- timeemployeesmay have the financialprotection of full pay for up to 26 weeks. TheBeneficiarywill offer fully paid and unpaid medical leave dependentupon a number of factors. The Beneficiary provided the copy of an employeehandbook which states; paid timeoff isany timetaken from work thatis notmandatory; jury duty, bereavementleave, or any paid company holiday can be taken in weeks, days or half days, depending on businessrequirements. A manager's approval isrequiredbefore PTO can betaken. Every full-time employee regularly scheduled to work thirty-two or morehoursper week is eligible for PTO each calendar year. Each full-time employee will accrue PTO every payperiod in hourly incrementswith the totalprorated over a 12-month period. Accrued CONFIDENTIAL 11 COMPLIANCE REPORT SOUTHERN TRUST COMPANY, INC. As ofDecember31, 2017 hourswillbeadded to the employee' s PTO account and subtractedwhen used. PTO is accrued based on a 40-hourwork week and proratedbased on the numberofhours worked. Duringthe first calendar year hiredbeforeJuly 1, an employeeis eligible for two weeksofvacation. Ifhired on or after July 1, an employee is eligible for three weeks per year. After five yearsof service, employeesare eligible for fourweeks of vacation PTO mustbeused in the calendaryear itis accrued and generally notpermitted to carryover Southern Trust Company providespersonaldayswhich can beused for religious observancesorotherpersonalmatters. All full-time employeesare eligible for twopaid personaldays each calendaryear. Personaldays can betaken atany timeduringthe calendaryearprovidedthatthetimeis scheduled in advancewith theemployee' s manager. Unusedpersonaldays cannotbe carried into thenext calendaryearnorpaid when an employee leavesSouthern Trust Company, Inc. Holidaysobserved by Southern Trust Company, Inc.: New Year' s Day Martin Luther KingDay Good Friday EasterMonday MemorialDay VIEmancipationDay LaborDay Veteran ' s Day Friday after Thanksgiving Christmas Day BoxingDay Presidents ' Day Carnival Parade Independence Day Thanksgiving Day Christmas Eve Day New Year ' s Eve Full-time employees arepaid for a full eighthourworkday on such holidays. Holidays fallingon a Saturday or Sunday are observed the preceding Friday or followingMonday as directed bymanagement The employeehandbook states Southern Trust Companyprovides full-timeemployees with fivedaysofbereavementleaveon a rolling 12-month period, after completing three monthsof service, when amember of an employee's immediatedies. An immediate familymemberincludesan employee' s spouse, or domestic partner, child, or a child for whom an employee servesin therole of a parent, parentor someonewho served in the roleofa parentwhen the ernployeewas a child, parent-in- law , brotherorsister, and a relative who is amember of the employee' shousehold. Tohelp copewith a sudden personalor family emergency, resolveproblemswith childcare, or respond to a household emergency, the Beneficiaryprovides full-time employeeswith up to five days ofpersonaldaysin a 12-month period. Full-time employeesareeligible to requestpersonalemergencydaysaftercompletingthreemonths ofservice. At site visit conducted on September 28 2018, the Beneficiary provided documentation to substantiate therecordingof employee's paid timeoff. The Beneficiary ' s compliance contact stated that in 2013, the employees transferred from former VIEDC Beneficiary Financial Trust Company, Inc. were allowed to carry over their excess vacation time to be used by March 31, 2013. CONFIDENTIAL 12 COMPLIANCEREPORT SOUTHERN TRUST COMPANY, INC. Asof December 31, 2017 The transferred employees' annual leave allotment was then reset based on years of service TheBeneficiarymetthe requirements ofthis special condition. 8 The Beneficiarywill comply with themanagementtraining program asapprovedby the Commission in Resolution no. 006 - 2011 approved February 25 , 2011 Atthe time of application the Beneficiary stated; recruitmentto managementtrainee roles is open to all qualified members. A process will be followed to identify and appointthose individuals who display the attributes and competencies required to achieve their expected potential through the acquisition of a core set of transferable skills and professionalcompetencies. Approval for management trainee positions will be through a process conducted by the President and Chief Executive Officer ( CEO ). The President and CEO will construct a business case" and have final approval prior to proceeding with recruitment. This will allow for a consistent approach towards future development and training as well as ensure compliance with employment laws. The Beneficiary ' s employee handbook lacked information about a management program available to employees. The Beneficiary's complianceresponse letter dated September4 , 2018 stated that participated in the Company ' s management training program . For theperiod covered by this report; quarter ending March 2013 to December31, 2013 - position was listed as Personal Administrative Assistant Accountant . As of quarter ending March 2014 to December 2017, position was listed as Executive Assistant. The Beneficiarymettherequirementsof this specialcondition. 9. The Beneficiary will provide its employees tuition reimbursement, employee training and continuingprofessional education courses for programsrelated to an employee' s job function and approvedbymanagement. The maximum assistance to be provided to an eligible employee during a calendar year is five thousand ($ 5, 000) on the grade achieved with 100 % for an " A " ; 75 % for a “ B ” ; and 50 % for a C The employee handbook providedbythe Beneficiarystates; they value education and a strong, knowledgeableworkforce and as such provide tuition assistance to qualified employees and dependentswith a maximum of five thousand two hundred dollars per calendaryear. To be eligible an employeemustbein a regular, full-time, non-temporary position and completed the school' s admission requirements. Employeesmust provide CONFIDENTIAL 13 COMPLIANCEREPORT SOUTHERN TRUST COMPANY, INC. AsofDecember31, 2017 proofof a passing grade (C or better) at the end of the course. If passing grade is not obtained, tuition assistance for thenextsemester immediately followingmay bewithheld. The Beneficiary ' s compliance response letter to the VIEDC dated September 4 , 2018 stated the following employees provided tuition reimbursement, employee training, or professional training: The Beneficiary met the requirement ofthis special condition. 10. The Beneficiary will provide its employees with additional leave from work, other than time applied to their annual leave, to participate and represent the Virgin Islands in athletic and sporting events in accordance with 29 V .I. C . (p ). The Beneficiary ' s compliance response letter dated September 4 , 2018 stated that for the period covered by this report no employee of Southern Trust Company, Inc requested leave to participate and represent the US Virgin Islands in sporting events . The Beneficiary ' s employee handbook did not state they provide employees with additional leave from work, other than time applied to annualleave to participate and represent the Virgin Islands in athletic and sporting events in accordance with 29 V .I. C . 708 (p ). The employee handbook states however paid timeoff is any time taken from work that is notmandatory ; jury duty, bereavement leave, or any paid company holiday. PTO can be taken in weeks, days or half days, depending on business requirements . A manager 's approval is required before PTO can betaken . The Beneficiarymettherequirementof this special condition . 11. The Beneficiary will establish and maintain a donated leave program similar to the program established under 3 V.I.C . , in accordance with 29 V.I.C. (s). The Beneficiary provided a copy of the employee handbook which states; in addition to the fully paid medical and unpaidmedical leave, any full-timeemployee shall be eligible to receive donated sick or annual leave from the employee leave pool ” which Southern Trust Company shallmake available to an employee; has completed atleast one year of continuousemployment; CONFIDENTIAL 14 COMPLIANCEREPORT SOUTHERN TRUST COMPANY, INC. As of December 31, 2017 o is suffering from a serious health condition or the employee is the primary care giverofa spouse, child, parentor any individualwho is a legaldependent of the employee a serioushealth condition , who is expected to require a prolonged absence from work by the employer and o has exhausted all sick , annual paid timeoff and fully paid medicalleavewhile absent on approved sick leave. At site visit conducted on September 28, 2018, the Beneficiary provided documentation to substantiate an established and maintained employee donated leave program The Beneficiary metthe requirements ofthis special condition . 12. The Beneficiary will require all contractors to purchase insurance from resident insurance companies, agents, or brokers licensed to operate in the territory in accordance with 29 V . . C . (r) . The Beneficiary provided documentation showing health and life insurance purchased from Marshal & Sterling Inc, d /b / a Theodore Tunick and Company, an Eligible Supplier licensed broker, in good standing under the laws of the US Virgin Islands TheBeneficiarymetthe requirements ofthis special condition. 13. In accordance with and subject to 29 V .I.C . h) and applicable Commission Rules and Regulation with regard to the EligibleSupplier Program, theBeneficiary will purchase all goods and services from US Virgin Islands entities duly licensed and in good standing under the laws of the Virgin Islands, as available, to the greatest extent possible. For the period February 1, 2013 to December 31, 2016 , the Beneficiary reported total procurement of $ 7,664,536 . A totalof $ 960,643 (12 % ) from Virgin Islands Suppliers and $ 590,976 (8 % ) from VI Eligible suppliers . The remaining procurement included the purchase of specialized computer programs and equipment. The Beneficiary metthe requirements ofthis special condition . SPECIFICALLYEXCLUDED TRADE OF BUSINESS: U . S. Virgin Islands clients are specifically excluded from tax benefits. CONFIDENTIAL 15 COMPLIANCE REPORT SOUTHERN TRUST COMPANY, INC . AsofDecember31, 2017 The Beneficiary confirmed that for the period of covered by this report gross receipt exemptions were taken exclusively from clients outside the US Virgin Islands REPORTING REQUIREMENTS: Current VIEDC AnnualReport: IncomeTax Return Audited FinancialStatements Current Lt.Governor's AnnualReport: Current VIESA Report: Current Affidavit ofVIEDC Beneficiary: Current VIEDC PublicationNotices Current FINDING: Southern Trust Co., Inc met the reporting requirements in accordance with the VIEDC Rules andRegulations, section 716 -6. FINANCIAL ANALYSIS REVIEW : YEARS ANNUAL NET AGGREGATE CHANGE 2013 2014 2015 2016 34.45 % (21.82 % ) (91.00 % ) 259.03 % 100.00 % 2017 AVERAGE ORDINARY INCOME Southern Trust Company, Inc. cost benefit analysis reflects a ratio of 1:11. The Virgin Islands Economic Development Commission granted tax exemptions to Southern Trust Company, Inc. totaling about for the period January 1, 2013 to December 31, 2017 . For every $100,000 in tax revenues forgone, the territory of the United States Virgin Islandsreceived approximately $ 22,200 in economic output and $ 10,500 was added to the Gross Total Product (GTP). CONFIDENTIAL 16 COMPLIANCEREPORT SOUTHERN TRUST COMPANY, INC. As of December 31, 2017 Southern Trust Company, Inc. elected to file its income tax as an S - corporation, which elects to pass corporate income, losses, deductions and credits through to its sole shareholder for tax purposes. Shareholders of S -corporations report the flow -through of income and losses on their personal tax returns and are assessed at the individual income tax rate. For the period 2013 to 2017 Mr. Epstein ' s income tax exemption approximated STOCKHOLDERSINTEREST: From the submission of its VIEDC application to the completion of this compliancereport, Southern TrustCompany, Inc. is solely ownedbyMr. Jeffrey E. Epstein OTHER FINDINGS: Southern Trust Company, Inc. is a tenant at the American Yacht Harbor, located in Red Hook , St. Thomas, US Virgin Islands. Mr. Jeffrey E . Epstein is a passive investor in IGY-AYH St. Thomas, LLL d/b/ a American Yacht Harbor. By letter dated September 5, 2018, The DivisionofBanking, Insuranceand FinancialRegulation stated that Southern Trust Company, Inc. is notregisteredto transactsecuritiesbusinessin the U . S. Virgin Islands. CONCLUSION: Southern Trust Company, Inc, VIEDC Beneficiary; 1. Granted ten years of tax incentives which commenced on February , 2013 and will terminateon January 31, 2023. Received four years oftax incentives, asofDecember31, 2017 2 . Metthe tax incentiveCertificate's investmentrequirementof$ 400, 000. 3 . Met the tax incentive Certificate' s full-time employmentrequirementof five full-time employees . Met the statutory requirements as at least 80 % of all employees are residents of the US Virgin Islands and 20 % ofmanagement , technical and supervisory positions are held by residents of the US Virgin Islands. 4. Complied with thetax incentive Certificate s standard conditions. 5 . Complied with the procurement requirements in accordance with the VIEDC Rules and Regulations 708 - 701through 708 -713. 6 . Met the tax incentive Certificate's requirements of special condition numbers one (charitable contributions), two ($2,500 annually to the Departmentof Labor) three CONFIDENTIAL 17 COMPLIANCE REPORT SOUTHERN TRUST COMPANY, INC. As December31, 2017 ($ 2, 500 annually to the TerritorialScholarship fund for non- compliance with the 80 % residency requirement), four ( employer paid dental insurance and dependent coverage), five (minimum $50,000