EFTA01298561.pdf

CONSENT OF
THE BOARD OF DIRECTORS
OF
SOUTHERN TRUST COMPANY, INC.
The undersigned, being all of the Directors of Southern Trust Company, Inc., a U.S. Virgin Islands
Corporation ("the Corporation"), hereby certify that the following resolutions were unanimously adopted
and entered into by the Board of Directors on the 19th day of March 2013.
WITNESSETH:
WHEREAS, the Corporation is a corporation organized and existing under the laws of the U.S.
Virgin Islands;
WHEREAS, the Board of Directors as of the date of this Consent are as follows:
Jeffrey Epstein
Darren K. Indyke
Richard Kahn
WHEREAS, the undersigned, being all of the directors of the Corporation, consent to the taking of
the following actions in lieu of a meeting of the Board of Directors in accordance with the General
Corporation Law of the United States Virgin Islands (the "GCL") and waive any notice to be given in
connection with the meeting pursuant to the GCL;
WHEREAS, Financial Trust Company, Inc., a corporation organized and existing under the laws of
the United States Virgin Islands ("FTC"), is the sole shareholder of Jeepers, Inc., a corporation organized
and existing under the laws of the United States Virgin Islands ("Jeepers"), which has elected to be taxed as
a qualified subchapter S subsidiary;
WHEREAS, the Board of Directors of FTC determined that it is in the best interests of the
Corporation and its sole shareholder, Jeffrey E. Epstein ("Epstein"), to transfer and distribute to Epstein all
of the issued and outstanding shares of Jeepers, free and clear of all hens, claims and encumbrances (the
"Jeepers Interest"), such that Epstein shall become the sole shareholder of Jeepers;
WHEREAS, Epstein is also the sole shareholder of Corporation;
WHEREAS, the Corporation is the sole member of Southern Financial, LLC, a United States
Virgin Islands limited liability company organized on February 25, 2013 ("SF'); and
WHEREAS, the Board of Directors of FTC has determined that it is in the best interests of FTC
and its sole shareholder to merge FTC into SF, upon the completion of which merger SF shall be the
surviving entity of said merger (the "Merger");
SDNY_Gtol_00063417
.NE
„QC) I DENTIAL
CONFIDENTIAL - PURSUANT TO FED DB-SDNY-0026242
EFTA_0O173925
EFTA01298561

WHEREAS, it is intended that the Merger be effectuated upon, in accordance with, and subject to,
the provisions of an Agreement and Plan of Merger in the form annexed as Exhibit "A" hereto, which has
also been approved by the Board of Directors of FTC and its sole shareholder (the "Merger Agreement");
WHEREAS, in connection with the Merger and pursuant to the provisions of the Merger
Agreement, Epstein is to surrender for cancellation ten thousand (10,000) shares of the Common Stock of
FTC, representing all of the issued and outstanding shares of FTC's Common Stock and all of such issued
and outstanding shares held by Epstein, and in consideration of FTC's merger with and into SF, the wholly
owned subsidiary of the Corporation, and the transfer of all of FTC's assets to SF by operation of law as a
result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common
Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares");
WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable
and in the best interests of the Corporation and of Epstein, as the sole shareholder of the Corporation, that
the Merger be consummated upon, in accordance with, and subject to the provisions of the Merger
Agreement, and that in connection therewith, the Corporation issue the Additional Shares to Epstein;
NOW THEREFORE BE IT:
RESOLVED, that, after consummation by FTC of its issuance to Epstein of the Jeepers Interest,
the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreement, be
and it is hereby authorized and approved.
RESOLVED, that it is intended that the Merger qualify as a tax-free reorganization under section
368(a)(I)(A) of the Internal Revenue Code;
RESOLVED, that the form and provisions of the Merger Agreement, be and they hereby arc
adopted and approved;
RESOLVED, in connection with the Merger and pursuant to the provisions of the Merger
Agreement, the Corporation issue the Additional Shares to JE.
RESOLVED, that, the President of the Corporation be, and he hereby is, authorized, empowered
and directed, for and on behalf of the Corporation, to execute and deliver the Merger Agreement, and to
execute and file with the Office of the Lieutenant Governor of the United States Virgin Islands Articles of
Merger in form and substance that has been approved by legal counsel to the Corporation as being
compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Merger in
accordance with the provisions of the Merger Agreement; and
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized,
empowered and directed, for and on behalf of the Corporation, to execute and deliver all such agreements,
documents and instruments, to pay all such costs, fees and expenses, and take all such other action as such
officer deems necessary or advisable in order to consummate the Merger in accordance with the provisions
of the Merger Agreement.
SDNY_GM_00063418
.NEIDENTIAL
„QC)
DB-SDNY-0026243
CONFIDENTIAL - PURSUANT TO FED_
EFTA_0O173926
EFTA01298562

This consent shall be filed with the Minutes of the proceedings of the Bond of Directors of the
Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Resolution as the directors of
Financial Trust Company, Inc., on this 19' day of March, 2013.
Jeffrey E.
kgzigL
Daacn K Indyke
Liu 11
Richard Kahn
SDNY_GM_00063419
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0026244
EFTA 00173927
EFTA01298563