EFTA01269261.pdf

1 First Bank Corporate Resolution
Vb din &outs
I, the undersigned Secretary, hereby certify to FastBank, that at a meeting of the Board of Directors of Gratitude Medea , LTD.
('Corporation)
a corporation organized and existing under the laws of US Virgin rebinds
duly called and duly held on the 11 day of Febuary • 2016 the following Resautbns were duly adopted. and that the
sald Resolutions have been entered upon the regular Minute books of the Corporation, are in accordance with the By-laws and are now In full
force and effect.
RESOLVED:
1. The Officers of Corporation, or any one or more of them, are hereby authorized to open a bank account or accounts from time to time with
Pasta:ink end its subsidiaries and enlister, (each being hereinafter referred to as 'Bann for and in the name of Corporator) with such title
or titles es he or they may designate.
2. The Jeffrey Epstein, President and Darren thdyke, Treasurer
Dwain by The istraretstrarrencen, ea. Powannit Tiernan ecolbsece.
Of Corporation. signing Siegly
Woe purpose of haft" ea, swab. OM b.10. CC)
and their successors and any other person hereinafter authorized by any means to sign on behalf of Corporation fAuthonzed Person(s))
are hereby authorized to skim, by hand or by facsimile (including, but not limited to, computer generated) signature(s), CheCks drafts.
acceptances and other instruments (hereinafter each collectne) referred to as 'Item(s)). Notwithstanding the above. any Authorized
Person Is authorized singly lo: (1) inmate Automated Clearing House rACH, debits without a signature; (2) initiate payments by use of
Depository Transfer Cheeks CDTC') without a signature other than the name of Corporation printed on the OTC: or (3) give instructions. by
means other than the signing of an nem, with respect to any account transaction. Including. but not limited to, the payment. transfer or
withdrawal of funds by wire, computer or other electronic means, or Other/Mo. or of money, credits. items or property al any time held by
Bank for account of Corporation rinstructionC).
3. Bank is hereby authorized to honor and pay Items, whether signed by hand or by facsimwe Onduang, but not Ignited to, computer
generated) signature(*) N the actual or purported factrimbe signalureS(S), regardless of how or by whom aMxed, resembles the specimens
sad with Bank by Corporation and other cyders, DTCs, ACM", and InstructIons, given singly by any Authorized Person. Bank is further
authorized to honor.end pay DTCs, ACHs, Instructions, and other orders given singly by any Authorized Person, Including such as may
bring about or Increase an overdraft and such as may be payable to or for the benefit of any Authorized Person or other officer or employee
individually. without inquiry as to the circumstances of the issuance or the disposition of the proceeds thereof and without Emit as to amount.
4. Bank is hereby authorized to accept for deposit, for credit, or for collection, or otherwise, items endorsed by any person or by stamp or other
Impression in the name of Corporation without inquiry as to the circumstances of the endorsement or any lack of endorsement or the
• disposition of the proceeds.
6. The Joann Epstein, President and Darren Indyke Treasurer
(maaneey Bra person(Oarmonsso loaned loom*,b onus. els.. a.. Pleases Vc•PreVelent *snorers et.)
Of Corporation, signing Dually
(wkly. Mw wew.,OI Cr. to ea orpert•lh.sbeir. ant Mt. ew)
are hereby authorized to effect deans and advances and obtain credit el any time for Corporation from Bank (and guarantee on behalf of
Corporation the obligations of others to Bank). secured or unsecured, and for such loans and advances and credit arid guarantees to make.
execute and deliver promissory notes and other written obligations Or evidence of Indebtedness of Corporation, applicalons for letters of
credit instruments of guarantee and Indemnity and any agreements or undertakings, general or specirc, with- respect to any of the
foregoing, and as security for the payment of loans, advances. indebtedness, guarantees and nab' ties of. or credit given to. Corporation or
others to pledge, hypothecate, mortgage. assign, transfer, grant liens and security Interests In, give rights with respect to, endorse and
delver property Of description. real or personal, and any interest therein and evidence of any thereof at any time held by Corporation,
and-to execute mortgages, deeds of twit, security agreements, Instruments of transfer, assignment or pledge. powers of attorney and other
agreements or Instruments which may be necessary or desirable in connection therewith; and also to sett to, or discount with, Bank,
commercial paper, bills receivable, accounts receivable, stocks, bonds or any other securities or property at any time held by COlperalien,
end to that end to endorse, assign, transfer and deliver the same; to execute and delver instruments or agreements of SUb011ftelitel and
assignment satisfactory to Bank and also to give any orders or consents for the delivery. sale. exchange or other disposition of any property
or interest therein or evidence thereof belonging to Corporation and at any time in the hands of Bank, whether as collateral ore/atomise,
and to execute end deliver such other agreements, Instruments and documents and to do such other ads and things as may be necessary
or deskabie or required by Bank in connection with any of the foregoing and Bank is hereby authorized to honor, accept and execute any of
the transactions described above.
6. M loans. discounts and advances heretofore obtained on behalf of Corporation and at notes and other obligations or evidences thereof of
Corporation held by Bank are hereby approved. ratified, and confirmed.
7. Corporation does hereby glee to Bank a continuing bon for the amount of any and all liabilities and oblgations of Corporation to Bank and
claims of every nature end dpscnptba of.B ank against Corporation, whether now eidsling or hereafter incurred. originally contracted with...
Bank and/or with another or others and now a hereafter owing to or acquired in any metier by.B ank. whether contracted by Corporation
alone or jointly and/or severalty with another or others. ablettitror contingent. secured or-unsecured, matured or unmatured-upon any end
as moneys. securfieS and any and all other property of Corporation end the proceeds thereof. now or hereafter actual!), or constructively
held or received by or In transit In any matter to or frorn Bank. Its correspondents or agents from or for Corporation, whether for safekeeping,
custody. pledge, transmission, collection or otherwise oaring into the possession of Bank in any way. Bank shall also have a right of set-off
for the amount of the obligations, and Bank may at any time or limes and without notice apply Corporation's deposits (general or special),
Corporation's credits with Bank, or Corporation's claims against Bonk. or any parts thereof, to such obligation{ Bed In such amounts as
Bank may Ceti, although said obligations may be contingent or unmatured and whether any colateral therefore is deemed adequate or not.
e. In case of conflicting claims or disputes, or doubt on Bank's part as to the vardity. extent. modification, revocation or exercise of any of the
authoribes herein contained Bank may but need not recognize nor give any effect to any notice from any Officer, or from any other person.
purporting to cancel, restrict or change any of tald authorities. or the exercise thereof, unless Bank is required to do co by the judgment,
decree or order Of a court having jurisdiction of the subject matter and of the parties to such conflicting claims or disputes.
irmeant Wes PAW> is • Dame, ofC isulank Pit,* At
Nt41522104:0444 CONFIDENTIAL SDNY_GM_000134 14
CONFIDENTIAL FirstBankPR000577
EFTA_00124057
EFTA01269261

9. Corporation agreesito be bound by the Terms and Conditions for Rosiness Accounts and Salvias, as well as any signature card. deposit
ticket, checkbook. passbook, statement of account. receipt Instrument. document or other egrearnonle, such es. but not tinted to. funds
(wafer agreements. dethiered or made available to Corporation from Bank and. Cy all !togas Noted •al the ofece.of Bank at *Mob the
account of Corporation Is maintained, in each case with the ;erre rata se If each end every term thereof were set-forth In rue heroin end
made. a pad hereof:
10. The Officers of Corporation or any one or More of them are hereby Meherited to act for COrpeatton In al otherreatters and transactions
relating to any of Its business with Bank Including, but nal Ignited to, the easeution and delivery Warty egreernente or contracts necessary to
effect the foregoing Reasfutions.
11. Bank Is hereby raessed horn any Habirity and snail be indermlfialegainst any loss, liatiety or ewense arising from henonfl any of Vase
Resolutions.
12. Sublet, to paragraph $eeeve.ectee of the foregoing ResoknOns and the authority thereby conferred shell remain in full force tend affect until
written notlereof revocation or modification by proomlitIon of new Corporate ReSoluarant sad. signature cards Mat be received by Bank:
provided that such notice shall not be stfective with. rapid to any exercise of said auerentrearuntli Bank shell have had a ra enad.
opperturety to act thereon and In no event prior to the recetpl thereof nee will respect to any checks or other instruments.for the Pelmet of
money or the withdrawal of funds dared on or prior to the dale of such nolo., but presented to Bank alter the receipt of such nate. The
Seaatary or any Assistant Secretary or any other Officer of Corporation is hereby auhorbert and directed ID comfy, under the seal of
Corporation or not, but Wkh Ike effect In the letter case, to Bank the foregoing Resolutions. the names of he Officers se Other
representative. of Corporation and any changes from Cine to lime in the said Oflicers end represematIves and specimens of their aver:thee
signatures. Bank may COnolusialy assume that persons et any time codified to It to to Officers or other representatives of Corporation
continue as each sere receipt by Bank of mitten notice to the contrary.
1 FURTHER CERTIFY that the potions rarest designated as Officers of Corporation have been duly elected to and row hold the offices In
Corporation set opposite User resPedive names and that the following are the authentic, offiCal signatures of the said respective Off 'of
tho named signatories who are pot Corporate Officers. to Wit
Nanarrittepatriplecil
—0_10Y.BPatokt President
Vice President
Erika HailerrAi s Secrolay
Osman Inthrke Treasurer
iN WITNESS Vta-IERECF, I have hereunto sel my hand eeSectelary andeked the seal of the said Corporation this 11 day of
febroaa , 2016 .
SK4ttiel
AFFIX
(C./RPM/1M ff.:.At,/
HERE
• Note: In case the Secretary it authorised to sign by the above Resolution, tna cenikate shoo4 be atrested by a second OTcer of
Corporation.
• • • , • • . ,.• - • .
CONFIDENTIAL SDNY_GM_00013415
CONFIDENTIAL FirstBankPR000578
EFTA_00124058
EFTA01269262

THE UNITED STATES VLROTI TSLANOT
OFFICE OF THE LIEUTENANT GOVERNOR
DIVISION OF CORPORATIONS AND TRADEMARKS
5049 KonGons Gado
I la; King Skeet
Charkflle Amalie Vi In Islands 0D802 Chrittbnsted, Vt.& Islands 00820
Rhona
PhOne
Rix •
Fax-_
February 23, 2015
CERTIFICATION OF GOOD STANDING
This is to certify that the nonprofit corporation known as GRATITUDE AMERICA,
LTD. filed Articles of Incorporation in the Office of the Lieutenant Governor on
APRIL 25, 2012 that a Certificate of Incorporation was issued by the Lieutenant
Governor on MAY 1, 2012 authorizing the said corporation to conduct business in
the Virgin Islands and the corporation is considepd e in good standing.
t3enise Jo ' nnes
Director, Division of Corporation
and Trademarks
alas
CONFIDENTIAL- S0NYGM_00013416
CONFIDENTIAL FirstBankPR000579
EFTA_00 124059
EFTA01269263

INTERNAL REVENUE,S ERVICE' DEPARTMENT OF THE TREASURY
P.P.o BOX 2508 •
CINCINNATI-OH- 45201
E pml er.Identification Number,
Date, S E P 2 7:2012
DLN:
17053235311022
GRATITUDE AMERICA LTD Contact Pereen:
9100 ii,AvalOIGHT PORT.O F SALE STE 15 SHERRI Q WAN IDif 31052
ST THOMAS, VI 1)002 Contact Telephone Number:
Accounting,Period Ending:
December 31
.Effective.Date of Exemption:
April -25,-2012
Addeedurl! Applieel
No
Dear Applicant:
. .
He Are pleased to inform you that upon review of your..a pplication for tax
exempt status we have-determined that you are exempt iron Federal income tax
Under..section,501.(c)(3) of the Taternal:-Revenue Code. Contributions to you are
:deductible under section 170 of the c'ode, You are alep qualified to Xeceive-
tax deductible bequests, devices, transfers, or. gifts under (section 2055, 2106
or-2522 o£.the Code. .because tide letter could help resolve any questiens
regarding-your.--exeMpt status, you should keep it in your permanent records.
Organizations exempt Under section 501(c)( 3) of the Code are further. classified,
aseither public charities or Private foundations. 'We determinedthat you. are
a private foundation within the meaning of section .509(a) of the tede. You are
required to file Form 990-PP annually.
'Please see enclpsed-PUblication a221-PF,. COMP1iauce0Uide for 501(0(3) Private.
Foundations, for.s ome helptul information about your responsibilities as an
.exempt organization.
spc" .. y(3 I)
Holly 0. Paz
Director, Exempt Organizations
Rulings and Agreements
Enclosure: Publication4221-PFH
Letter 1076 (DO/CG)
SDNY_GM_00013417
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000580
EFTA_00I 24060
EFTA01269264

ARTICLES OF INCORPORATION
OF
GRATITUDE AMERICA, LTD.
We, the undersigned, do hereby incorporate ourselves under Chapter 3, Tide 13, of
the Virgin Islands Code, relating to non-profit corporations, and hereby adopt the following
Articles of Incorporation.
ARTICLE I
NAME
The name of said corporation shall be Gratitude America, Ltd., hereinafter called the
Corporation.
ARTICLE II
PRINCIPAL OFFICE AN l)gEsipEtv-r AGENT
The principal place of business of the Corporation shall be:
Physical Address: 9100 Havensight, Port of Sale, Suite 15-16, Sr. Thomas, U.S. Virgin
Islands 00802.
Mailing Address: 9100 Havensight. Port of Sale, Suite 15-16, St. Thomas, U.SeVireiti Islands
co
00802. a r
c:
The resident agent shall be Business Basics VI, LIE, whose mailing a4xesesis Sraf0E
Havensight, Port of Salt, Suite 15-16, St Thomas, L`.S. Virgin Islands 00801 ant wS5*i'
physical address is 9100 Havensight, Port of Sal; Suite 15-16, St. none, VS, VIa-V4gii
b=.:.r,
Islands 00802.
CZt ITO
ARTICLE III --1
tV
PSOCT. Pi IRPORS AND PQWEPS
Section 1: The Corporation is organized and operated exclusively for one or
more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, as applicable to the U.S. Virgin Islands (the "Code') including, but not limited to
the following:
A. To support the expression of gratitude for the idtds of America.
B. To carry out any other activities in the U.S. Virgin Islands that may lawfully be
carded out by a L'S. Virgin Islands non-profit corporation incorporated uncles
Chapter 3, Title 13 of the Virgin Islands Code.
Section 2: The Corporation shall not carry on any activities not permitted to be
carried on by a corporation exempt from federal taxation under Section 501(c)(3) of the
Code.
SDNY_GM_00013418
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000581
Eirn_oo124061
EFTA01269265

Section 3: No pad of the net earnings of the Corporation shall inure to the
benefit of or be distributable to its members, directots or trustees, officers or other private
persons, except that the Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in furtherance
of the purposes of the Corporation. No substantial pan of the activities of the corporation
shall be the carrying on of propaganda, ox otherwise attempting to influence legislation, and
the corporation shall not participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of or in opposition to any
candidate for public office,
Notwithstanding any other provision of the these articles, the corporation shall not carry on
any other activities not permitted to be carried on (a) by a corporation exempt from Federal
income tax under Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation,
contribution which are deductible under section 170(c)(2) of the Internal Revenue Code (or
corresponding section of any future Federal tax code.)
Section 4: In accordance with Section 508(e) of the Internal Revenue Code, it is the
intention that the Cotporation should be exempt from taxation under section 501(a). In
furtherance of such intent, the Corporation shall be required to distribute all income for each
taxable yen to be distributed in such a manner as to not subject the Corporation to tax
under the provisions of Section 4942 of the Internal Revenue Code. In addition, the
Corporation is prohibited from engaging in any act of self-dealing (as defined in Section
4941 (d) of the Internal Revenue Code), from retaining any excess bushiest holdings (as
defined in Section 4943 (c) of the Internal Revenue Code), from making any investments in
such manna as to subject the foundation to tax under Section 4944 of the internal Revenue
Code, and from making any taxable expenditures (as defined in section 4945 (d) of the
Internal Revenue Code).
c; air2,
Section 5: Upon the dissolution of the Corporation, its assets re?tnuvuR
payment, or provision for payment of all debts and liabilities of the C,orporitibn, all lips r
distributed for one or more exempt purposes within the meaning of Section 5Offp)( f tfA C tin I
Code (or corresponding section of any future Federal tax code) or shall be distrit&ne to ifs ::::
•
federal government, or to a state or local government, for a public puewi,osel.j" :, trig mto
distribution shall be made in accordance with all applicable provisions of the LiwYjbf t n U.Z
Virgin Islands. co c tin
.-I
Section 6: However, if the named recipient is not then in existence or no longer
a qualified distributee, or unwilling or unable to accept the distribution, then the assets of
this corporation shall be distributed to a fund, foundation or corporation organized and
operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue
Code, (or corresponding section of any future Federal tax code.)
ARTICLE IV
pl.!RATJQrs
The Corporation shall commence upon hluig of these Articles. The duration of the
Corporation shall be perpetual
ARTICLE V
CONFIDENTIAL SDNY_GM00013419
CONFIDENTIAL FirstBankPR000582
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EFTA01269266

Pstec9-gr-ORATQg S.
The names and addresses of the persons forming the Corporation are as follows:
Brett Geary 2-11B St. Joseph & Rosendahl, St-Thomas, USVI
Greg Ferguson 31-B Estate Peterborg, St. Thomas, USVI
Nicole Miller OFF Estate Hull, St. Thomas USVI
ARTICLE VI
MANAELMEat
The management of the Corporation shall be vested in a Board of Directors and its
officers The membership of the Board of Directors shall be as established by the By-Laws,
but shall not be fewer than three (3) directors. The Incorporators shall appoint the first
members of the Board of Directors, who are as follows:
President Jeffrey E Epstein
Treasurer Dames Inclykc r—'
co
Secretary Erika A. Kellerbals 0 t— A
0 9 - -P
4,
The first Board of Directors shall serve for terms of one (1) year. The BByylaewss ssltaallllatoark
c./ 1--..s ac r
the terms of and requirements fox Directors thereafter. %) tit *0 2
.-..4- - n c
t
t
:j
l
3
Officers shall serve for terms of one (I) year. The following officers sliall9ic clit....sinitsLal
officers of the Corporation: President Jeffrey E. Epstein; Treasurer Darren Inablicli, SagasuSII
Enka A. Kelleshals. IPA
ca.,
.-s ra
ARTICLE VII
MEMBERS
The membership of the Corporation shall consist of persons who indicate an interest
in the object and purposes of the Corporation. The Board of Directors will set requirements
for membership in the Bylaws, including any dues.
ARTICLE VIII
BY LAWS
Before transacting any business or acquiting any property, By-Laws shall be adopted
by unanimous consent of the Board of Directors of the Corporation. The By-Laws may be
altered or amended at any annual meeting or at any duly called meeting for that purpose,
provided the notice of the meeting shall set forth the purpose and the proposal amendment
to the By-Laws.
ARTICLE IX
ACEETiriGS_LND OI-TICERS
Section 1: The President. who shall also serve as Chairman of the Board of
Directors, shall administer the day-to-day affairs of the Corporation.
3
SDNY_GM_00013420
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000583
EFTA 00121063
EFTA01269267

Section 2: Following the annual General Meeting of the Board of Directors, the
Chairman may appoint temporary Committees a may be required properly to conduct the
business of the Corporation.
ARTICLE X
AMENDMENT OF ARTICLES
These Articles may be amended by a two-thirds vote of the members comprising the
membership.
ARTICLE XI
FIRST ANNUAL MEESINg
The first annual meeting of the membership of the Corporation shall take place at
such other time and place, as the Chairman shall determine. The Chairman shall notify all
members of the time, date and place of this meeting.
ARTICLE XII
INDEIITtLD_Nig$
The Corporation may borrow money and apply for and accept credit to accomplish
the objects and purposes of the Corporation.
Subject to resolution or wrinat instrument of consent of the Corporation's
Directors, the highest amount of indebtedness to which the Corporation shall be at any time
subjected shall be Two Hundred and Fifty Thousand Dollars ($250,000.00).
ARTICLE XIII
c=.
0 r4;
Any person made a party to any action, suit, or proceeding, by reason of g facpha ' 7
he or she is or was an officer, director, or employee of the Corporation, shall be AlernpSiaC
by the Corporation against the reasonable expenses, including attorneys' fees, aaalerlind:c m
necessarily incurred by him in connection with the defense of such aetiorq suirn
proceedings, or in connection with any appeal thaein, except in relation to matfers Zs) to :2 rj
which it shall be adjudged in such action, suit, or proceeding, or in coartec-tionciassidelny C,s's
appeal therein that such officer, director, or employee is liable for willful inisconctsp itshe
performance of his duties. The foregoing right of indemnification shall not be cleated
exclusive of any other rights to which any officer, director, or employee may be entitled
apart from the provisions of this Article.
4
SDNY_GM_00013421
CONFIDENTIAL
FirstBankPR000584
CONFIDENTIAL
En_ool 24064
EFTA01269268

IN WONESS WHEREOF, we have affixed our aamea this lst day of April, 2012 as the
Incorporators.
Nicok Killer, Inoorporator
o
TERRITORY OF THE U.S. VIRGIN ISLANDS 0 .:X1 0 o c
DISTRICT OF ST. THOMAS/ST. JOHN
t -w
—t
131- o to '"Ils
• S , A :; C" :.• : • t On this the I day of Apt11, 2012, before me personally came and appeared Brer„Goty. n
Greg Ferguson, and Nicole Miller, to me koown and known to me to be the inalvidlts m
named in and who executed the foregoing Articles of Incesporation and wf& digs
acknowledged tome that they maned the same fix the purposes therein contained, -4 ra
IN WITNESS WHEREOF, I have Itereuoto set my hand and official seal
Notary PuFlic
My Commission
SDNY_GM_00013422
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000585
EFTA_00 I 24065
EFTA01269269

Corp No. 582530
GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
— 0 --
CHARLOTTE AMALIE, ST. THOMAS, VI 00802
Z11 to 3:Mom 'Itb elt fireriente febail Come: )
I, the undersigned, LIEUTENANT GOVERNOR, DO hcrchv certifies that
GRATITUDE AMERICA, LTD.
Non-Profit Corporation
of the virgin Islands filed in my office on April 25, 2012 as provided for by law, Articles of
Indorporation, duty acknowledged.
WBEN.EEORE,thesersonsnamed in said Articles, and who ha‘c signed the same, and their
successors, arc hereby declared to be from the late aforesaid, a Non-Profit Corporation by the name
and for the purposes set forth in said Articles, with the right of succession as therein stated,
A
1!
..p.
Witness my :hand .and:the seal of the Government of the
Virgin Islands of the United•States, at Charlotte Amalie, St.
Thomas,.this 1st day of May, 2012.
RV R. FRANCIS
Lieutenant Governor of the Virgin Islands
CONFIDENTIAL SONY_GM_00013423
CONFIDENTIAL FirstBankPR000586
EF1A_00124066
EFTA01269270

_SIg :i Dale:
OMMEFtCIAL9CKING ACCT
1 l 02r28/2015
HOME:
100 HAVENGGHT PORT OF SALE STE 15 16 WORK:
T THOMAS. VI 00802-0000 CTRY- VI
SSN
ame: GRATITUDE AMERICA. LTD ID Type:
No.
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ID Type:
No.
SSN:
ID Type:
No.
SSN:
0: ID Type:
No.
NA hereb y acknowledge having weaved .44/1
Deposit Amsed Agreement. the First Prepared by: EUDEAN VIDAL
rØ Irdormatbn Sharing end Privacy AuModded by:
.W. del lee evact 91.14 "lc! kg". -
Sign. Req. Dele:
MMERCIAL CHECKING ACCT 1 COM 0212612016
HOME:
1C0 HAVENSIGHT PORT OF SALE STE 15 16
WORK:
T THOMAS, VI 008024000 CTRY- VI
SSN:
Me: GRATITUDE AMERICA, LTD D Type:
No.
SSN:
mo: ID Type:
No.
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me:
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Istabyadtrowledge hadng rateNad
Depute Acorns* Agreement, the Flr Prepared by: EUDEAN VIDAL
Informaeon Sharing and Privacy . ,, __, , ,.
and be product rates ate lees. nImanzau 1,Y:
Sign. Req. Date:
OMMERCIAL CHECKING ACCT 1 COM 02/211/2015
100 HAVENSIGHT PORT OF SALE STE 15 16 HOME:
THOMAS, VI 00802-0000 CTRY- VI
WORK:
me: GRATITUDE AMERICA. LTD SSN:
10 Type:
No.
SSN:
me:
ID Type:
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ID Type:
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Me hereby acknowledge lwring waived Prepared by. EUDEAN VIDAL
the Uepodt Account AgNeftlent Ihe nnt
GenCorp Inlorrnagen Sharing and Privacy Authorized by:
Poesy, aanted the product rates ard lees. Imamnos stem SDNY_GM_00013424
CONFIDENTIAL FirstBankPR000587
EFTA_00124067
EFTA01269271

Account` , ): Account Number: Sig .at. Date:
Commercial Checking Account I COM 2/As fi;r•
Addrns: 9100 Havering), t Port of S .
St. Thomas, VI 00802
Nemo; Gratitude America, LTD EIN:
Nam Darrell K IrldY ke SSN:
....___ 1 / c ID Type: PP
i ---‘)h•A No
Name: SSN:
.03 Type:
NO, .
Nemec 9SN:
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r I e rt c V ei e v h e r d e t t h ty e D ac e k p n os o i w t A le c d c o o u h n a t v ing. prepared by; 0 O1'
Agrecrniat, Se Fn Bancorp Authorized by
Infornierion Sherwood Privacy policy,
and the predhotrates and feet
Accotun Type: Account Number: 'Sign. Req. Date:
Conunercial Checking Account I COM. sA fe•
Andress: 9I 00 fleverslight Port of S Ste 1546 Tell
St. Thomas; VI 00802
NamM Gratitude America,LTD' WIN:.
CIA°
:Name: Darren K Indyke . SSW:
wino TiSsiir far
k)_.e..‘_VLSk.
N • SSN:
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No:
Name:
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ID Type:
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tAve hereby
peeked the D sc e t p f o lo si v t o A u b t o s o c e e n s t e les Prepared hy:.„e r eettio0 _g e e're gt,
Aiteinellc the Pint Bancorp Authorized br
Inibrtneriori Merin Red PposcYPohey,
sod the prodoet nits end fees.
Account Type: Account Number Sign. Req. Date:
ConmtercIal Chocking Account I COM
Addrees: 9100 Hamm:Mt Port ofSale Ste 15.16 Tel:
St Thomas, VI 00802 ,
Name: {iratitude America, LTD EIN:
ame: Darren K IttilypN SSN:
1•7 . n) Type' PP
1 No•
Name: 11 SSN:
ID Type:
No.
Neale:
SSN:
ID Type(
r I e /W ce e iv h e e d r e th b e y D ac e / p cn o o si w t l A ed c g c e o t h e a u v ing Prepared by: No et 194/4* 4P-
Atoms* the Frai noncom AlltheriZed by:
adoentooe saunas and Privity Policy,
sod ihe prodder neer and
fees
CONFIDENTIAL SDNY_GM_00013425
CONFIDENTIAL
FirstBankPR000588
EFTA_00 I 24068
EFTA01269272

Account 7„ , ...: Account NuMber: Sign Al. Date:
Commercial Checking Account , I COM id iff
Address: 9100 Haversight Pon el b
St Thomas, VI 00802
N t Gratitude America, LTD.
Name: y Bps SSN:
ID : PP
No:
Name: .SSN:
ID TYPe:
No:
Name: SSN:
ID TYPe:
No '
ewe herebY athaneledie having prepared by:
mem-it um Deposit Actami 904 -_1 7e.;- /O.-/- /
•Ageeement, the Putt bump Authorized by:, ..
latonnailon Sawing and Privacy Policy. (
and the Nadia IOU and kit..
Account Type: Account Number: Sign: Req. Date:
Commercial Checking Account I COM rza,
Address: 9100Navcasight Penni8 c. c • c:
St. Thomas, VI 00802
Name: Gratitude America, LTD EIN:
__ ___----
Name: Eps _ SSN:
NIDo :T PP
,N ame•' SSN:
U) .1\ipci
No:
Name: SSN:
ID Type:
NO
nde tansy acknowledge healed Prepared by: 4,4 3.(ea
Peceivol AO Deposit Account
AgmameM, the Vint &mow AlllhOliZed bY'• 7
Mfocaunicai Shad% and Privacy Polley,
and die prodatt rases and fees
Account Type: Account Number: Sign Rol. Date:
Commercial Checking Account I C0M
Address: 9100 klavensigbrPon of S c :
e'r
St. Thomas, VI 00802
Name: Gratitude America, LTD MN:
Name: E SSN:
ID -type: PP
No:
: SSN:
ID Type:
No:
Name: SSN:
ID Pipe:
Not 49"
iMte elev heedr eby ataaovAcdge blivute
Ude bepusit Account PrePa/C . d bY:,t it ;<-tek-C).#7
Agreeramt. the Post &mow Authorized by
Inforpietion Shadagiusd Panay Pohcy,
and ttie product monad teat
CONFIDENTIAL SDNY_GM_00013426
CONFIDENTIAL FirstBankPR000589
EFTA_00 I 24069
EFTA01269273

CERTIFICATION OF BENEFICIAL OWNER(S)
The information containedi n this Certification is soughtp ursuant to Section 1020.230 of Title 3/ of
the United States Code ofF ederal Regulations (31C FR 1020.230).
cc nt
Person opening an account on behalf of a legal entity must provide the following Information:
1. First Name and titie of Natural Person Opening Account 2. Last Name 3. Middle Initial
JEFFREY
EPSTEIN E
4. Name andlype of Legal Entity for Which the Account is Being Opened
GRATITUDE AMERICA, LTD.
4a.• Legal:Entity Address 4b. City 4c. State 4d. ZIP/Postal Code
6100 Red Hook Quarter 83 St. Thomas USVI 00802
SECTION I
(Toaddadaion011ndividuoiS. seepage 3)
u P n le d a e s rs e t p a r n o d v in id g e , t r h e e la f t o io ll n o s w h in ip g , i o n r f o o r t m he a n ti v o i n se fo o r w a n n s i n 2 d 0 i % vid o u r a m ks o ) r , e if o a f n t y h , e w e h q o u , i t d y i r in e t c e tl r y e s o t r s i n o d f i t r h e e c t l l e y g , a th l r e o n u t g ity h l a is n t y e d c o a n b t a ra v c e t . arrangement,
Check here 0 if no individual meets this definition and complete Section II.
5. First Name
II. Last Name 7. M.I. IL Oats of Birth
9. Address
10. City 11. State 12. ZIP/Postai Code
13. Country 14. 88N (U.S. Parsons/No(14AS. Perms) 15. Identification Number ffiSiv, Passport Number or other similar
kl entificationnunber)
15a. State of Issuance:
15b. Country of issuance: 16. Ownership %
Wig: s I a n a n f P d e a g c u o o a u f r n d a tr . y p a o s f s t p f o au rt a n n u c m e o bs f . a ; n N y o o n- th U e . r S . g P o e v r e s m o m ns e m nt a -i y s s a u ls e o d p d r o o c v w id n e e n a t S e o v c id ia e l n S c e in cu g t n ti a y lk N in u e m ti b ly er o , r a r n e a s l i i d e e n n i c d e e n a t n if d ic a b t e io ar n i n c g a r a d p nu h m ot b o e g r r . a o ph r n o u r m si b m er il ar
SECTION II
G e P x l e e o n a c e u s r e b a v p l e P r o a o v r ff i t d i n c e e e r r t , h o P e r r e f s o s e ll i n o d i w e o n r in t m , g V a In n ic f a o e g r P e m r r a e ( t e s io i . d g n e . , f n o C t, r h a T ie n re f i a E n s d x u i e v r c i e d u r u ) ti : a v o l e r w O A it f n h fi y c s e o ig r t n h , C i e fi r h c i a i n e n d f t i F v re i i n d S a u O n a o c l n i w a s h l i b O o Il f r i f t e i v c g f e u o r l r , a m C rl h y a i n p e a e f g r O f i o n p r g e m r o a s r t s i d n i h g re i O e ct f r i f n i c f g u e n t r h , c M e tio e a n n n s t a . it g y i , n in g c M lu e d m in b g e , r a , n
17. First Name
Jeffrey la. Last Name 19. M.L 20. Date of Birth
Epstein
21. Address
22. City
E I 01/20/1953
6100Red Hook Quarter 83 St. TThhoommaass 2 U 3 S . S V t I a te 2 0 4 0 . 8 Z 0 IP 2 /Postal Code
25. Country 26. SSN SSN (U.S. PensonsaVon-U.S.Persens) 27. jdonttricatio n (SSN, Passport NumberorotherStmler
USA
kientecation number)
54538864
27a. State of issuance:
.27b. Country of issuance:
USA
USA
kaig: a s In a n f l d e ie g c u o u o u a n f rd t a r . y p . o as f s Is p s o u rt a n n u ce m b o e f r a , n N y o o n t - h U e .S r . g P ov e e rs rn o m ns e n m t- a i y ss e u l e s d o p d r o o c v u i m de e a nt S e o v c id ia e l n S c e in c g u r n it e y ti N on u a m la b y e r o , r a r n e a si l d ie e n n i c d e e n a t n if d ic b at e i a o r n i n c g a r a d p n l u io m lo b g er n , s o ph r n o u r m si b m e i r l es
i f 1 n i , n J t a e E n r F c m i F a R i l t E ° s Y t p in ro it v le id n e E w d IN h rI e t ( t r e e 1s o t fperson c I h f a a n n g u y e n s o t . ) f , t h he e r a e b b o y v c e e m rt e if n y t , i o to n e th d e i n b f e o s r t m o a fm tio y n k c n h o a w n l g e e d s g I e a , t g h r a ee t t t h o e p rovide the
Da* (.9a4. j.‘ t
. XV/DD/7117)
MING.1 6 1844 18
CONFIDENTIAL SDN'TIC5i° 013427
CONFIDENTIAL FirstBankPR000590
EFTA_00124070
EFTA01269274

Business Entity No. 582530
Government of
The United States Virgin Islands
-O-
Office of the Lieutenant Governor
Division of Corporations & Thdemarks
CERTIFICATE OF GOOD STANDING
To Whom These Presents Shall Come:
I, the undersigned Lieutenant Governor the United States Virgin Islands, do hereby certify that
GRATITUDE AMERICA, LTD. has filed in the Office of the Lieutenant Governor the requisite annual
reports and statements as required by the Virgin Islands Code, and the Rules and Regulations of this
Office. In addition, the aforementioned entity has paid all applicable taxes and fees to date, and has a
legal existence not having been cancelled or dissolved as far as the records of my office show.
Wherefore, the aforementioned entity is duly formed under the laws of the Virgin Islands of the United
States, is duly authorized to transact business, and, is hereby declared to be In good standing as witnessed
by my seal below.
Entity Type: Domestic Nonprofit Corporation
Entity Status: Active/In Good Standing
Registration Date: 04/25/2012
Jurisdiction: United States Virgin Islands, United States
Witness my hand and the seal of the Government of
the United States Virgin Islands, on this 18th day
of October, 2019.
y Ari--4-
(1.7-
lregenza A. Roach
Lieutenant Governor
United States Virgin Islands
CONFIDENTIAL SIDNY_GM_00013428
CONFIDENTIAL FirstBankPR000591
EFTA_00124071
EFTA01269275

J. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC.
D/13/A
ENA$NCED EDUCATION
(a U.S. Virgin Islands Corporation)
UNANIMOUS WRITTEN CONSENT OFTHE BOARD OF TRUSTEES
(in lieu of meeting)
October 21, 2019
Pursuant to Section 47b of Tide 13 of the Virgin Islands Code, the undersigned, being all of the
members of the Board of Trustees (the "Board") of). Epstein Virgin Islands Foundation, Inc., a Virgin Islands
non-profit corporation d/b/ir Enhanced Education (the "Cotorstima"),do hereby consent and agree to the
authorization and adoption of dm following resolutions in lieu of a Board meeting:
WHEREAS, prior to his death on August 10, 2019, Jeffrey E. Epstein was a Trustee of the
Corporation;
WHEREAS, Mr. Epstein's death has created a vacancy on the Board of Trustees:
WHEREAS, Article V of the Articles of Incorporation of the Corporation, provides that "The
number of Trustees constituting the Board of Trustees is three (3).
WHEREAS, Article V, section C provides that "Any vacancy occurring in the Board of Trustees upon
the death, resignation, expiration of term of office, or removal of any Tntstec...shall he filled by a majority vote
of die remaining members of the Board of Trustees then in office under procedures specified in the By-Lows.'
WHEREAS, Article III, Section I of tine Bylaws of the Corporation provides that "Any vacancy
occurring in the Board of Trustees upon the dadh, resignation, expiration of term of office or removal of any
Trustee ... shall be filled . .. by a majority vote of the remaining members of the Board of Trustees then in
office."
WHEREAS, the Board has determined that the matters and actions described and provided for herein
arc desirable for and in the best interest of the Corporation.
NOW, THEREFORE, BE IT:
RESOLVED, that pursuant to Article Et Section 1 of the Bylaws of the Corporation, the Board of
Trustees has determined that Richard Kahn shall fill the position on the Board of Trustees made vacant by the
death ofJ effrey E. Epstein.
RESOLVED, that pursuant to Artick V, Section E of the Bylaws of the Corporation, the following
individuals ate appointed to the offices set forth adjacent to his or her name, to hold such office until a successor
is duly elected and qualified or until his or her earlier death, resignation. or removal as provided in the Bylaws
of the Corporation:
President — Darren IC. Indyke
Vice-President/Treasurer — Richard Kahn
Secretary— Erika ICellerhals
CONFIDENTIAL SONY_GM_0001 3429
CONFIDENTIAL FirstBankPR000592
EFTA_00124072
EFTA01269276

J. Epstein Virgin Islands Foundation, Inc. d/b/a Enhanced Eduradon
Unanimous Written Consent of the Board ofTrustees
Page 2
AUTIC.ONDUCT BUSINESS. MAINTAIN RECORDS, ETC
RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed,
in the name and on behalf of the Corporation, to make, execute and file any application as may be osquited by
the laws of any Territory, State or Country in which authority to transact business is sought, setting forth,
among other things, the business that the Corporation proposes to do in any of such jurisdictions and
designating an agent of the Corporation that may be saved with process therein, as may be required by die
laws of any of such jurisdictions, with such changes therein as the officer executing the same shall in such
officer's absolute and sole discretion approve, the execution thereof by said officer to be conclusive evidence
of such approval; and be it further
RESOLVED, that the officers of the Commotion be, and they hereby are, authorized and directed to
procure all books of account and other materials and supplies necessary or appropriate in connection with
maintaining the records and conducting the business of the Corponnion, and to pay all expenses and to make
full reimbursements for all expenditures made in connection with the organization of the Corporation; and be
it further
AUTHORIZATION OF BANK ACCOUNT(S)
RESOLVED, that the officers of the Corporation he, and each of them hereby is, authorized and
directed, in the name and on behalf of the Corporation, to make, execute, and file any paperwork as may be
required by any banking institution with which the Corporation currently does business or maintains accounts
in order to ensure that accounts are not restricted in any way, and may open any such additional accounts as
the officers deem necessary. AU drafts, checks, and notes of the Corporation payable on said accounts shall be
made in the name of die Corporation, and signed by any one or more of the officers of the Corporation. Any
form of resolution requited by any bank or financial institution with which the Cotporation does business in
accordance with this Resolution and which is within the scope of the matters addressed or authority granted in
this Resolution shall be deemed to have been approved by the Board of Trustees of the Corporation as if set
forth in full herein. The Secretary of the Corporation shall attach a copy of any such bank resolution to this
Consent; and be it further
GENERAL RATIFICATION AND AUTHORIZATION
RESOLVED, that in addition to and without limiting die foregoing, the proper officers of dre
Corporation be, and each of them hereby is, in the name and on behalf of the Corporation, authorized to take,
or cause to be taken, such further action, to pay such fees and expenses, to make such filings or certifications,
and to execute and deliver, or cause to be delivered, all such agreements, instruments and documents, in each
case, as such officer may deem necessary or appropriate in order to effect the purpose and to carry out the
intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and
delivery of such instruments, as die case may be), and any and all actions heretofore taken by the Board of
Trustees, the officers, the employees, the arts, or the sole shareholder of the Corporation in connection with
the subject of the foregoing recitals and resolutions be, and each of them hereby is, ratified, confirmed and
approved in all respects as the act and decd of the Corporation.
The actions taken by this Consent shall have the same force and effect as if taken at a meeting of the
Board of Tmstees of the Corporation duly called and constituted pursuant to the Bylaws of the Corporation
and the laws of the Territory of the U.S. Virgin Islands, and the Secretary of the Corporation shall cause this
consent to be filed with the minutes of the meetings of the Board.
CONFIDENTIAL SONY_GM_0001 3430
CONFIDENTIAL FirstBankPR000593
EFTA_00124073
EFTA01269277

J. Efain Virgin Islands Foundation, Me. d/b/a Enhanced Education
Unanimous Wtitten Consent of the Baird ofTnistees
Page 3
IN WITNESS WI-IEREOF. each of the undersigned has executed this Consent for the purpose of
giving his consent thereto and approval thereof in accordance with die laws of the Territory of the U.S. Virgin
Islands and in respect of the Cotporation as of the date first see forth above.
TRUSTEES:
Richard D. Kahn
Erika Kellerhals
SDNY_GM_00013431
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000594
EFTA_00 I 24074
EFTA01269278

GRATITUDE .A.MERICA, LTD.
(a U.S. Virgin Islands Corporation)
UNANIMOUS WRITTEN CONSENT OP THE BOARD OP DIRECTORS
(in lieu of meeting)
October 21, 2019
Pursuant to Section 67b of Ilde 13 of the Virgin Islands Code, the undersigned, being all of the
members of the Board of Directors (the "Brian) of Gratitude America, Ltd., a Virgin Islands non-profit
corporation (the "Corporation"), do hereby consent and agree to the authorization and adoption of the
following resolutions in lieu of a Board meeting:
WHEREAS, prior to his death on August 10, 2019, Jeffrey E. Epstein was a Director of the
Corporation;
WHEREAS, Mr. Epstein's death has created a vacancy on the Board of Directors;
WHEREAS, Article VI of the Articles of Incorporation of die Corporation, provides that "Whit
membership of the Board shall be as established by the By-Laws but shall not be fewer than three (3) Ditectors."
WHEREAS, Article V of the By-Laws, section 7 provides that any vacancy on the Board maybe filled
by the affirmative vote of a rnajotity of the remaining Director, even if less than a quorum of the Board.
WHEREAS, the Board has determined that the matters and actions described and provided for herein
are desirable for and in the best interest of the Corporation.
NOW, THEREFORE, BE IT:
RESOLVED, that pursuant to Article V, Section 7 of the By-La the Board of
Directors has determined that Richatd Kahn shall fill the position on tit c vacant by
the death of Jeffrey E. Epstein.
RESOLVED, that pursuant to Article VI, Section 1 of the By-Laws of the Corporation, the following
individuals are appointed to the offices set forth adjacent to his other name, to hold such office until a successor
is duly elected and qualified or until his or her earlier death, resignation, or removal as provided in the Bylaws
of the Corporation:
President— Richard Kahn
Treasurer — Darren K Indyke
Secretary— Erika Kellethals
AUTHORITY...TO CONDUCT B1iSINESS. MAINTAIN RECORDS, ETC,
RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed,
in the name and on behalf of the Corporation, to make, execute and file any application as may be requited by
the laws of any Territory, State or Country in whiCh authority to transact business is sought, setting forth,
among other things, the business that the Corporation proposes to do in any of such jurisdictions and
designating an agent of the Corporation that may be served with process therein, as may be required by the.
SDNY_GM_00013432
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000595
EFTA _00124075
EFTA01269279

Gratitude America, Ltd.
Unanimous Written Consent oldie Board of Directors
Page 2
laws of any of such jurisdictions, with such changes therein as the officer executing the same shall in such
officer's absolute and sole discretion approve, the execution thereof by said officer to be conclusive evidence
of such approval; and be it further
RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to
procure all books of account and other materials and supplies necessary or appropriate in connection with
maintaining the records and conducting the business of the Corporation, and to pay all expenses and to make
full reimbursements for all expenditures made in connection with the organization of the Corporation; and be
it further
AUTHORIZATION ACCOUNT(S)
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and
directed, in the name and on behalf of the Corporation, to make, execute, and file any paperwork as may be
required by any banking institution with which the Corporation currently dots business or maintains accounts
in order to ensure that accounts arc not restricted in any way, and may open any such additional accounts as
the officers deem necessary. All drafts, checks, and notes of the Corporation payable on said accounts shall be
made in the name of the Corporation, and signed by any one or mote of the officers of the Corporation. Any
form of resolution required by any bank or financial institution with which thc Corporation does business in
accordance with this Resolution and which is within the scope of the matters addressed or authoritygranted in
this Resolution shall be deemed to have been approved by the Board of Trustees of the Corporation as if set
forth in full herein. The Secretary of the Corporation shall attach a copy of any such bank resolution to this
Consent; and be it further
ie4ISLlAt LBATIEICalfleLINDAILELEM2STIQN
RESOLVED, that in addition to and without limiting the (outgoing, the proper officers of the
Corporation be, and each of them hereby is, in the name and on behalf of the Corporation, authorized to take,
or cause to be taken, such further action, to pay such fees and expenses, to make such filings or certifications,
and to execute and deliver, or cause to be delivered, all such agreements, instruments and documents, in each
case, as such officer may deem necessary or appropriate in order to effect the purpose and to catty our the
intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and
delivery of such instruments, as the case may be), and any and all actions heretofore taken by the Board of
Trustees, the officers, the employees, the agents, or the sole shareholder of the Corporation in connection with
the subject of the foregoing recitals and resolutions be, and each of them hereby is, ratified, confirmed and
approved in all respects as the act and deed of the Corporation.
The actions taken by this Consent shall have the same force and effect as if taken at a meeting of the
Board of Trustees of the Corporation duly called and constituted pursuant to the Bylaws of the Corporation
and the laws of the Territory of the U.S. Virgin Islands, and the Secretary of the Corporation shall cause this
consent to be filed with the minutes of the meetings of the Board.
CONFIDENTIAL SONYGM_00013433
CONFIDENTIAL FirstBankPR000596
EFTA_00124076
EFTA01269280

Gratitude America, Ltd.
Unanimous Written Consent of the Board of Directors
Page 3
IN WITNESS WHEREOF, etch of the undersigned has executed this Consent for the purpose of
giving his consent thereto and approval thereof in accordance with the laws of tile Territory of the US. Virgin
Islands and in respect of the Corporation as of the date first set forth above.
DIRECTORS:
LOwaa tcL
1K. In
Richard D. Knim
Erika kellethals
CONFIDENTIAL SDNY_GM_0001 3434
CONFIDENTIAL FirstBankPR000597
EFTA_G0I N077
EFTA01269281

BY-LAWS
n
OF
GRATITUDE AMERICA, LTD.
ARTICLE 1
PURPOSE
The Corporation is organized and operated exclusively for one or more of the purposes specified in 5501
(c)(3) of the Internal Revenue Code of 1986 as amended, as applicable to the U.S. Virgin Islands (the 'Code")
including, but not limited to raising funds for charitable organizations in the U.S. Virgin Islands and to carry
out any other activities in the U.S. Virgin Islands that may lawfully be carried out by a U.S. Virgin Islands
non-profit corporation incorporated under Chapter 3, Title 13 of the Virgin Islands Code.
The Corporation shall not catty on any activities not permitted to be carried on by a corporation exempt
front federal taxation under §501 (c)(3) of the Internal Revenue Code.
No part of the net earnings of the Corporation shall inure to the benefit of or be distributable tcait mrnabers,
directors or trustees, officers or other private persons, except that the Corporation shall:be maim:ix@ id
rn
empowered to pay reasonable compensation for services rendered and to make payments aldisetf;ibuUzt8isl .;
furtherance of the purposes of the Coqsurntion.
rn
Ur U
The Corporation shall have all powers incident or necessary to catty into effect the objectives At fiada above
and generally to perform all acts deemed necessary to achieve those objectives and to exercise all powers
permitted to corporations organized under the laws of the United States Virgin Islands.
ARTICLE II
OFPICES
The Corporation may have such offices as the Board of Directors may require. The initial principal office
shall be located at 9100 Havensight, Port of Sale, Suite 15-16, St Thomas, U.S. Virgin Islands 00802.
ARTICLE III
MEMBERS
1. The first members of the corporation shall consist of the members of the odginal Board of Directors
of the Corporation, unless they have resigned or their membership is otherwise terminated.
CONFIDENTIAL SONY_GM_0001 3435
CONFIDENTIAL FirstBankPR000598
EFTA_00124078
EFTA01269282

2. New members may be admitted with the approval of a majority of the then existing membership. All
resolutions relating to the admission of new members adopted by die. members of the Corporation shaft be
affixed to the By-Laws of the Corporation and shall be deemed to he a part thereof. The manbers may
prescribe the amount and manner of imposing and collecting any initiation fors, dues or other Ices,
assessments, fines and penalties, the manna of suspanion or 'culmination of membership, and for
reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and
other incidents of membership.
3. The Board of Directors may cause to be issued to the members, certificates, cards or other instruments
permitted by law evidencing membership in the Corporation. Such membership certificate, card or other
instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or
other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or
facsimile signatures of an officer or officers designated by the Board of Directors and may beurthe seal of the
Corporation or a facsimile thereof. O r•a _
0 ^a t4
v•I sr, • •,3
"! o
C) cs
ARTICLE IV 23 r° .4. ft%
5..,1.`s Sit • a 2
MRETR9G OF MEMBERS
tip to.
-n fa
tot ea
rev
1. ANNUAL MEETING. An annual meeting of the membership shall be held on thatAlniennitsday
in the month of November in each year beginning with the year 2012. The Board of direckh shall
determine the time and place of the meeting and may change the date to avoid legal holidays. The meeting
will be for the purpose of holding elections and for the transaction of such other business as may come
before the meeting.
2. SPECIAL MEETINGS. Special Meetings of the members may be called by the Pzesident or the
Board of Directors.
3. NOTICE OF MEETINGS. Written notice shall be mailed to each member, not less than 10 days
nor more than 60 days before the date act for the annual meeting and not less than 10 days before the date of
any spatial meeting.
Such notice shall state the place, day and hour of the meeting, Notice for an Annual Meeting shell state that
the meeting is being called for the holding of elections and for the transaction of such other business as may
2
CONFIDENTIAL SONY_GM_00013436
CONFIDENTIAL FirstBankPR000599
EFTA_00124079
EFTA01269283

4. SPECIAL MEETINGS. Any two Directors may call for special meetings of the Board and fa the
time and place for said meetings.
5. NOTICE. Directors shall be notified of any special meeting by advance notice in writing which shall
be sent by mail or personally delivered at least seven clays before the time set for the meeting. The notices
may be sent to the addresses as shown on the records of the C.otporation. Lack of notice is waived by
written waiver or attendance at the meeting without protest.
6. QUORUM. A majority of the Directors must be present in order to conduct business. However, a
majority of those present may adjourn the meeting (corn time to time without further notice.
7. VACANCIES. Any vacancy on die Board may be filled by the affirmative vote of a majority of the
remaining Directors, even if less than a quorum of the Board. A trustee so elected to fill a vacancy shall
complete the unexpired term of his or her predecessor in office.
If additional Directors arc to be elected to increase the size of the Board, this shall be done by Seders at the
0 rj
annual meeting of the membership. o
'
o •-•
7:`
IN) C/
COMPENSATION. The Board may provide that a salary or other tompettsatiook bequid tf se
o -e
trustee or other employee for his or her services. The Board may also provide by ra—dlotion) tbavunnp
corporate agent be indemnified for expenses and costs, including legal fees which were nceesgiutlyincuritil in
c
connection with any claim asserted against him or her by reason of his or her being ogiumpg ban a
corporate agent. However, no indemnification shall be allowed if the trustee was guilty of misconduct
regarding the matter in which indemnity is sought.
9. REMOVAL. The Board of Directors may remove any director or officer at any time if, in its
judgment, the best interests of the Corporation would be saved thereby.
ARTICLE VI
OMICERS
1. OFFICERS. The officers of the Corporation shall be as follows:
• President Jeffrey E. Epstein
• Secretary Erfica A. Kellerbals
4
CONFIDENTIAL SD NY_GM_0001 3437
CONFIDENTIAL FirstBankPR000600
EFTA_00124080
EFTA01269284

properly come before the meeting. Notices of Special Meetings shz11 state. the puma= or purposes for which
the meeting is called.
Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other
official depository under the exclusive jurisdiction of the United States Post Office. Any meeting of menthe's
may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the
time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is
given at the meeting so adjourned.
4. QUORUM. Two-thirds (2/3) of the membership must be present at any membership meeting
before business may he conducted. However, if a quorum is not present, 'majority of the members present
at die meeting may adjourn the meeting from time to time without further notice.
5. VOTING. At all meetings, except for the election of Directors, the membership will vote by a
showing of hands. Written ballots will be used for all elections. Except as otherwise set forth in these By-
Laws, all action requiring the vote of the members, including the election of menet ,Beard of
T -4
Directors, must be approved by majority vote of the members attending a meeting atgathgba *nun is
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present. Any member may vote by written proxy 724e ((ft ti
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ARTICLE V
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BOARD OP DIRECTORS 1 c...5
1. GENERAL POWERS. The affas of the Corporation shall be managed by its Board of Directors.
Directors do not need to be members of the Corporation or residents of the territory of incorporation. The
Initial Board of Directors Shall be: President Jeffrey E. Epstein, Treasurer Darren Indyke, and Secretary Erika
A. llcrhaIs.
2. BOARD MEMBERS. The number of Directors shall not be less than three. Each director shall
hold office until his or her successor is *tied at the sumo( meeting of the membership, and duly qualified,
subject to earlier termination by removal or resignation. The Board shall consist of all officers along with
such other trustee positions as determined by the membership at their annual meeting.
3. REGULAR MEETINGS. The Board of Directors shall hold their annual meeting immediately after,
and at the same place as the annual meeting of members. The Board may provide by resolution for additional
rttuktr meetings to be held without notice except as provided by the resolution itself.
3
CONFIDENTIAL
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• Treasurer Darren indyke
Any two or more offices nay be held by die same person except the offices of President and Secretary.
2. TERM. The initial officers shall be elected by the Bond of Directors at their initial organizational
meeting. Thereafier, the officers shall be elected annually by the Board of Directors at their annual meeting.
Vacancies may be filled at any meeting of the Board ofD irectors. Each officer shall remain in of until his
or her successor is elected and qualified, subject to earlier temiination by removal or resignation.
3. PRESIDENT. The President shall be the principal officer of the Corporation and shall supervise and
control all of the business and affairs of the Corporation. The President shall preside at all meetings of the
membership and the Bond of Directors. l-ie or she shall have all such powers as may reasonably be
construed as belonging to the chief executive of a non-proGe corporation.
4. SECRETARY. The Secretary shall keep the minutes and records of the Corporation in
appropriate books, see that all notices arc given in accordance with these By-Laws or as provided by law, keep
the seal of the Corporation and affix nine to corporate documents, keep a list of all gernOks and their
mailing addresses and, in general, perform all duties incidental to the office of Secretary aigstichINtItifuluties
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as may be assigned by die President or the 13mnd of Directors. r•
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5. TREASUREIL The Treasurer shall have charge and custody of and be responsibii for': l) fuiirlsrgf
co) 73
the Corporation, and, in general, perform all duties incidental to the office of Treasurer nth cluiais as
°in oni
may be assigned by the President or the Board ofD irectors. -4
ARTICLE VII
COMMITTEES
1. COMMII1ERS. The Board of Directors may, by resolution of a majority of the Board, establish
committees of two or more Directors to conduct the management of the Corporation. Other committees
shall be established consisting of members of the Corporation, but may not exercise the authority of the
Board of Directors in the management of the Corporation. AU committees shall function in accordance with
the mica and procedures established by the Board of Directors.
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ARTICLE IX
AMENDMENTS
These By-Laws may be amended or repealed by an affirmative vote of at least two-thirds (2/3) of all
members.
Adopted this 1° day of April, 2012
v La— A
Brettdeary, Temporal./ Chairman Nicole Miller, Temporary Treasurer,
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Greg Ferguson, porary Secretary cn
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GRATITUDE AMERICA, LTD.
(a U.S. Virgin Islands Corporation)
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
(in lieu of meeting)
October 21, 2019
Pursuant to Section 67b of Tide 13 of the Virgin Islands Code, the undersigned. being all of the
members of the Board of Directors (the "Down of Gratitude America, Ltd. (the "(orporation"), do hereby
consent and agree to the authorization and adoption of the following resolutions in lieu of a Board meeting:
WHEREAS, prior to August 10, 2019, Jeffrey E. Epstein, Darren K. Indyke and Erika A. Kellerhals
were the Directors of the Corporation;
WHEREAS, Mr. Epstein passed away on August 10, 2019 and his death created a vacancy on the
Board of Directors;
WHEREAS, Article VI of the Articles of Incorporation of the Corporation, provides that Itjhe
membership of the Board shall be n established by the By-laws but shall not be fewer than three (3) Directors."
WHEREAS, Article V, section 7 of the By-Laws provides that "rainy vacancy on the Board may be
filled by the affirmative vote of a majority vote of the remaining Directors, even if less than a quorum of the
Board."
NOW, THEREFORE, BE IT:
RBSOLVITD, that pursuant to Article V, Section 7 of the By-Laws of the Corporation, the Board of
Directors has determined that Richard D. Kahn shall fill the position on the Board of Directors made vacant
by the death ofJ effrey E. Epstein.
RESOLVED, that pursuant to Article VI, Section 1o f the By-Laws of the Corporation, the following
individuals are appointed to the offices set forth adjacent to his or her name, to hold such office until a successor
is duly elected and qualified or until his or her earlier death, resignation, or removal as provided in the Bylaws
of the Corporation:
President — Richard D. Kahn
Vice-President/Treasurer —Darren Indyke
Secretary — ram Kellerhals
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IN WITNESS WHEREOF, each of the undenivned his executed this Consent for tbe.putpote of
giving his connate thereto and approval thereof in accordance with du: laws of the Tettimry of the U.S. Virgin
Islands and in respect of die Onporarion as of the date lint ser forth above.
DIRECTORS:
i
1
vkf-t b d .11
""
Cytir14/.yaL s....
Daunt K. Indyke )
F-rika Kale:
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GRATITUDE AMERICA, LTD.
(n U.S. Virgin Islands Corporation)
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
(in lieu of meeting)
October 21,2019
Pursuant to Section 67b of Tide 13 of the Virgin Islands Code, the undersigned, being all of the
members of the Board of Directors (the "Board") of Gratitude America. Ltd. (the "Corponskal, do hereby
consent and agree to the authorization and adoption of the following resolutions in lieu of a Board meeting.
WHEREAS, prior to his death on August 10, 2019, Jeffrey E. Epstein was a Director of the
Corporation;
WHEREAS, Mr. Epstein's death created a vacancy on the Board of Directors which has been filled
in accordance with the provisions of the Corporation's Articles of Incorporation and Bylaws by the unanimous
written consent of the remaining Directors;
WHEREAS, following the appointment of Richard D. Kahn as a Director of the Corporation, the
Board has determined that the matters and actions described and provided for herein are desirable for and in
the best interest of the Corporation.
NOW, THEREFORE, BE IT:
Alan OITLY TSLCOMIla BUSINMS., MAINTAIN RECORDS, MCC.
RESOLVED, that the officers of the Corporation be, and they hereby arc, authorized and directed,
in the name and on behalf of the Corporation, to make, execute and file any application as may be required by
the lain of any Territory, State or Country in which authority to transact business is sought, setting forth,
among other things, the business that the Corporation proposes to do in any of such jurisdictions and
designating an agent of the Corporation that may be saved with process therein, as may be required by the
laws of any of such jurisdictions, with such changes therein as the officer executing the same shall in such
offices absolute and sole discretion approve, the execution thereof by said officer to be conclusive evidence
of such approval; and be it further
RESOLVED, that the officers of the Corporation he, and they hereby are, authorized and directed to
procure all hooks of account and other materials and supplies necessary or appropriate in connection with
maintaining the records and conducting the business of the Corporation, and to pay all expenses and to make
full reimbursements for all expenditures made in connection with the organization of the Corporation; and be
it further
AUTHORIZATION OF BANK ACCOUNT(S)
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and
directed, in the name and on behalf of the Corporation, to make, execute, and file any paperwork as may be
required by any banking institution with which the Corporation currently does business or maintains accounts
in order to ensure that accounts are not restricted in any way, and may open any such additional accounts as
the officers deem necessary. All drafts, checks, and notes of the Corporation payable on said accounts shall be
made in the name of the Corporation, and signed by any one or more of the officers of the Corporation. Any
form of resolution required by any bank or financial institution with which the Corporation does business in
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Gratitude America. Ltd.
Unanimous Written COILICOL of the Board of threctoo
Page 2
accordance with this Resolution and which le within the so spe of the matters addressed or itudtority granted in
this Resolution shall be deemed to have been approved by the hoard of Directors of the Corporation as if set
forth in MI herein. The Secretary of the Corporation shall attach a copy of any such bank resolution to this
Conway and Ix it further
ftENEEALSATIEICATEthili.NDaSITIROILL74.TION
RESOLVED, that in addition to and without die forsgoing, the proper officers of the
Competition be, and each of them hereby is, in the name and on behalf of the Cueporation. authorized to rake.
or cause to be taken. such further action. to pay such fees and experoes, to make such filings or anifications,
and to execute alld deliver, or muse to be delivered. a11 such agreements. insimments and (locoman& in each
case, as such officer may deem necessary or appmpriate in order to effect the purpose and to earn• out the
intent of the foregoing resolutions (as conclusively evidenced by the inking of such action or the execution and
delivery of such instrumtans, as the case may be,', and any and all actions heretofore taken by the Board of
Directors, the officva. the employees. the agents. or the sole shareholder of the Corporation in connection
with the sublime of the foregoing recitals and resolutions be. and each of them hereby is, ratified continued
and approved in all respects as the' act and deed of the Corporation.
The actions taken by this Consent shall have the same force and etlect as if taken ar a meeting of the
Board of Directors of the Corporation July ailed and constituted pursuant to the Rylawe of die Corporatism
anti the laws of the Territory of the 11.S. Virgin Islands. and the Secretary of the Corporation shall oust this
consent to be filed with the minutes of the meetings of the Board.
IN WITNESS WHEREOF, each iof the undersigned has executed this Consent for the pumas° of
giving his consent thereto and approval thereof in accordance with the taws of the Territory of the US. Virgin
Islands and in respect of the Corporation as of the dare first set forth above.
DIRECTORS:
Da K. little
td.t/M n Air _
RithXrdlikalto
Erika Keller 12IS
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