ARTICLFS OF ORGANIZATION OF Sr A a COp-i,"147) SOUTHERN FINANCIAL, LLC the undersigned natural person of the age of eighteen years or more, acting as organizer of a 13, limited Virgin liability Islands company Code ("Uniform under the Uniform Limited Limited Liability Company Act, Chapter 15, Title following Articles of Organization Liability Company Act"), do hereby adopt the for such limited liability company: ARTICLE ONE NAM&ADDRESS AND PRINCIPAL OFFICF Name and Address 1. "Company"), The name and 9100 address Port of of the Sale limited Mall, liability Suite c:uipany shall be Southern Financial, I.LC (the St. Thomas, US. Virgin Islands 00802. The ._J physical address and mailing address of the Company are the same. Principal Office ......., c . H * 3 . Z 2. shall The principal be the address office and permanent address ay: the transaction of busine, oche t'timpany stated in Paragraph 1 c' these Articles as the physical Eddreqiiit the 11.1 ("el ;`,...- rgi; Company. 0 ... . c-, Resident Agent and Office . (I •I fa LL CI . rt 3. The mailing address of the Company's 15, St. Thomas, U.S. Virgin Islands 00802. initial designated office is 9100 Por(df Sale Main, Suite 0 The physical address of the Company's Suite IS, St. Thomas, US. Virgin initia. designated office is 9100 Port of Sale Mall, Islands 00802. 3 The name of its initial resident agent at such address is Business Basics VI, LLC. identical. The business address of the resident agent and the address of the designated office are tr a ARTICLE TWO PURPOSI 0 which The purpose a limited for which liability the company Company may is organized s to engage in any and all lawful business for be organized under the Uniform Limited Liability CC Company Act and the other laws of the U.S. Virgin :siands. C z tu z lL EFTA01255504 si si 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 ms purposes shall not be held to limit or restrict in any manner the purposes of this Company 0 otherwise permitted by law. sz -0 ARTICLE THREE is 2gRATION AM? 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). Ferguson Mailing Address: 9100 Port of Sale Thomas, US. Virgin Islands 00802 O tim•rit r rig 71 :713 c , retlibrg St. to tr, c-> ;Z: 7:3 Physical Address: 'II eft Thomas, U.S. 910(1 Port of Sale M911,'Suite.."151 St. Virgin Islands 00802 rrt ARTICLE -•• FIVE MANA,G The Company shall be managermanaged. 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, US. 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 F 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 s manager is expressly provided for by an applicable 2 • 1 yY aS 0 _J F- z w 0 u_ O CD z it 0 cc O U0 z D C6 0 < z U.1 O z z EFTA01255505 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 Ihe 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 SEVERAflY If any phrase, clause, sentence, paragraph, or provision of these Articles of Nanization is held to be void or illegal, then it shall not impair or affect the balance of lbow:Articles, and the undersigned Organizer of the Company does hereby declare that he 'irony:tate; signed and executed the balance of these Articles without such void or illegal provisionsP4 6, 3 o ''' r' 0 1:2 al • i 7C W; • i-s 0 ...t • r tb nil ill l. 2 ::::i '''.3 r.., s= i 1-9. •• a to ra (rt —1 ..C: CO [signature page follows) 3 2 0 cn _J z w 0 LL z O Eli tr z D (/) C6 0. 0. z z z 0 EFTA01255506 a IN WITNESS WHEREOF, Company this 25th day of February, the undersigned person has hereunto set his hand as Organizer of the 2013. /Greg J. Ferguson UNITED IN THE TERRITORY OF THE UNITED STATES VIRGIN ISLANDS STATES OF AMERICA C.> kat' • -I r t 0o..) < appeared BEFORE ME, Greg the J. Ferguson, undersigned who, authority, on this 25th day of February( XIS, gmillnally who signed the foregoing document being by me first duly sworn, declared that Ifeals t Pirson as the Organizer of the Company andjhatEge contained in these Articles of Organization statements are true. " Notary Public in aM for the Teilitory of the United States Virgin Islands My commission expires: Breit A. Geary Notary Public NP.I24•I St. nv.mblar.: St. /ohn. USVI MyComminion Expires; Iletcraber 2I. 2015 4 2 Oi > z- co O *CC z 0 LL z CD a) it U a: a IL II-CC I-z a O EFTA01255507