EFTA00169554 ## ARTICLES OF ORGANIZATION OF SOUTHERN FINANCIAL, LLC DATE STAMPED COPY I, the undersigned natural person of the age of eighteen years or more, acting as organizer of a limited liability company under the Uniform Limited Liability Company Act, Chapter 15, Title 13, Virgin Islands Code ("Uniform Limited Liability Company Act"), do hereby adopt the following Articles of Organization for such limited liability company: ## ARTICLE ONE NAME, ADDRESS AND PRINCIPAL OFFICE ## Name and Address 1. The name and address of the limited liability company shall be Southern Financial, LLC (the "Company"), 9100 Port of Sale Mall, Suite 15. St. Thomas, U.S. Virgin Islands 00802. The physical address and mailing address of the Company are the same. ## Principal Office 2. The principal office and permanent address for the transaction of business of the Company shall be the address stated in Paragraph 1 of these Articles as the physical address of the Company. Resident Agent and Office 3. The mailing address of the Company's initial designated office is 9100 Port of Sate Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The physical address of the Company's initial designated office is 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The name of its initial resident agent at such address is Business Basics VI, LLC. The business address of the resident agent and the address of the designated office are identical. ## ARTICLE TWO PURPOSE The purpose for which the Company is organized is to engage in any and all lawful business for which a limited Liability company may be organized under the Uniform Limited Liability Company Act and the other laws of the U.S. Virgin Islands. CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAO_001918 DB-SDNY-0000958 EFTA_00019828 EFTA00169555 The foregoing paragraph shall be construed as enumerating both objects and purposes of this Company, and it is hereby expressly provided that the foregoing numeration of specific purposes shall not be held to limit or restrict in any manner the purposes of this Company otherwise permitted by law. ## ARTICLE THREE DURATION AND CONTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. ## ARTICLE FOUR ORGANIZER The name and address of the organizer of this Company is: Greg J. Perguson Mailing Address: 9100 Port of Sale Thomas, U.S. Virgin Islands 00802 Physical Address: 9100 Port of Sale Thomas, U.S. Virgin Islands 00802 ## ARTICLE FIVE MANAGEMENT The Company shall be manager-managed. The initial manager of the Company shall be Jeffrey Epstein. The physical and mailing address of the initial manager of the Company is 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. ## ARTICLE SIX ## CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ## ARTICLE SEVEN LIMITATION OF LIABILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager’s capacity as a member, except for liability of a manager for (i) a breach of a manager’s duty of loyalty to the Company or its members, (ii) an act or omission, not in good faith, that constitutes a breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which a manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager’s position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable 2 CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAO_001919 DB-SDNY-0000959 EFTA_00019829 EFTA00169556 statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. ## ARTICLE EIGHT MEMBER LIABILITY No member of the Company shall be liable for the debts and obligations of the Company under Section 1303, Subsection (c) of the Uniform Limited Liability Company Act. ## ARTICLE NINE SEVERABILITY If any phrase, clause, sentence, paragraph, or provision of these Articles of Organization is held to be void or illegal, then it shall not impair or affect the balance of these Articles, and the undersigned Organizer of the Company does hereby declare that he would have signed and executed the balance of these Articles without such void or illegal provisions. RECEIVED GOY, OFFICE 8 25 RT 11 49 RATIONS - STT [signature page follows] 3 CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAO 001920 DB-SDNY-0000960 EFTA_00019830 EFTA00169557 IN WITNESS WHEREOF, the undersigned person has hereunto set his hand as Organizer of the Company this 25th day of February, 2013. Greg J. Ferguson IN THE TERRITORY OF THE UNITED STATES VIRGIN ISLANDS UNITED STATES OF AMERICA RECEIVE GOY. 125 DATI BEFORE ME, the undersigned authority, on this 25th day of February, 2013, personally appeared Greg J. Ferguson, who, being by me first duly sworn, declared that he is the person who signed the foregoing document as the Organizer of the Company and that the statements contained in these Articles of Organization are true. Notary Public in and for the Territory of the United States Virgin Islands My commission expires: Brett A. Geary Notary Public NP-124-11 St. Thomas / St. John, USVI Commission Expires: December 21, 2015 4 CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAO 001921 DB-SDNY-0000961 EFTA_00019831