ARTICLES OF INCORPORATION RECEIVED OF LT. 110V. OFFICE J. EPSTEIN VIRGIN ISLANDS FOUNDATION, WEbirk 13 P I: 48 CC i'ec.;;It:.r.211S • tide We. residents the undersigned of natural persons of the age of twenty-one years or more. all of whom are bona the Virgin Islands of the United States, acting as incorporators of a corporation be named J. Epstein Virgin Islands Foundation. to for such corporation Inc.. do adopt the following Articles ofIncorporation pursuant to the Nonprofit Corporations Law of the Virgin Title 13, Sections 491 et seq. of Islands (Chapter 3. to time, do make and the Virgin Islands Code), as the same may be amended from time file these Articles of Incorporation in writing and do certify: ARTICLE The name of the corporation (hereinafter referred to as the "Corporation") VIRGIN ISLANDS FOUNDATION, is J. EPSTEIN INC. ARTICLE JI The principal office of the Corporation St. Thomas. Virgin in the Virgin Islands is located at 41.42 Kongens Cade. Paul Hoffman. Islands. and the name of the resident agent of the Corporation at that address is ARTICLE III A. The Corporation is organized exclusively within the meaning of section for charitable. educational and scientific purposes provision of subsequent 501(O(3) of the Internal Revenue Code ot'1986 (or the corresponding Corporation shall not carry tax on law). any Notwithstanding any other provision of these Articles. the exempt from federal activities not permitted to be carried on (1) by a corporation income tax under Section 501(c)(3). or (ii) by a corporation. contributions which are deductible under Sections to 2522)1(21. 170ieft2). 2055(as(2). 2106(ail 2)(A ii). 25221a821 or The 13. Corporation No part of shall. the net however. earnings °lute Corporation shall inure to the benefit of any individual. be authorized and empowered to pay reasonable compensation sea ices rendered and to make payments for un propaganda or otherwise attempt in furtherance of its purposes. The Corporation may corn to influence legislation hut only to the extent permitted by the Internal Revenue Code. The Corporation shall not participate in. or intervene publishing or distributing of statements). in (includine the any political campaign on behal furor in opposition candidate for public office. to any SDNY_GM_00062695 CONFIDENTIAL - PURSUANT TO FED. R.ckall(fIDENTIAL DB-SDNY-0025520 EFTA_00 I 73203 EFTA01298351 Articles of Incorporation Page 2 ARTICLE IV The member of the Corporation shall be Jeffrey E. Epstein or such person or entity as he shall designate in writing. ARTICLE V management A. The Corporation shall be managed by a Board of Trustees which may further delegate responsibilities to the officers of the Corporation. The number of Trustees constituting the Board of Trustees is three. The number of Trustees may be increased or decreased from time to time by amendment to the By-laws. but in no event shall the number be less than three. B. The names and addresses of the initial Board of Trustees are as follows: Paul Hoffman Jeffrey Epstein Jeffrey Schantz 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 C. Trustees shall be elected by the member as specified in the By-Laws. Any vacancy occurring in the Board of Trustees upon the death. resignation, expiration of term of office, or removal of any Trustee. or as a result °fan increase in the number of Trustees. shall be filled by a majority vote of the remaining members of the Board of Trustees then in office under procedures specified in the ByLaws. D. The names and addresses of the initial Officers of the Corporation arc as follows: President Jeffrey Epstein 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 SDNY_GM_00062696 CONFIDENTIAL - PURSUANT TO FED. R.QQN(E IDENTIAL DB-SONY-0025521 EFTA_00I 73204 EFTA01298352 Articles of Incorporation Page 2 ARTICLE IV The member of the Corporation shall be Jeffrey E. Epstein or such person or entity as he shall designate in writing. ARTICLE V A. The Corporation shall be managed by a Board of Trustees which may further delegate management responsibilities to the officers of the Corporation. The number of Trustees constituting the Board of Trustees is three. The number of Trustees may be increased or decreased from time to time by amendment to the By-laws. but in no event shall the number be less than three. B. The names and addresses of the initial Board of Trustees are as follows: Paul Hoffman Jeffrey Epstein Jeffrey. Schantz 6100 Red Hook Quaver. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas. VI 00302 C. Trustees shall be elected by the member as specified in the By-Laws. Any vacancy occurring in the Board of Trustees upon the death. resignation. expiration of term of office. or removal of any Trustee. or as a result of an increase in the number of Trustees. shall be filled by a majority vote of the remaining members of the Board of Thistees then in office under procedures specified in the By - Laws. D. The names and addresses of the initial Officers of the Corporation are as follows: President Jeffrey Epstein 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 SDNY_GM_00062697 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0025522 EFTA _00173205 EFTA01298353 Articles of Incorporation Page 3 Vice President Vice President Secretary Treasurer Assistant Secretary Assistant Treasurer Jeffrey Schantz 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas, VI 00802 Jeffrey Schantz 6100 Red Hook Quarter, Suite B-3 American Yacht Harbor St. Thomas, VI 00802 Jeffrey Epstein 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 E. The officers of the Corporation shall be elected at an annual meeting oldie Board olTrustees on a date to be specified in the By-Laos. ARTICLE VI The corporation is to have perpetual existence. ARTICLE NM .-11te-initial 13y—bows-of theCorpomtion-shall be adopted by.the Boird of Traireenlaiiiiii -- alter. amend or repeal the By-Laws or adopt new By-Latins. SDNY_GM_00062698 CONFIDENTIAL - PURSUANT TO FED. R.QPN(F IDENTIAL DB-SONY-0025523 EFTA_00I 73206 EFTA01298354 Articles of Incorporation Page 4 B. In the event of the dissolution or final liquidation of the Corporation: (I) None of the property of the Corporation nor any proceeds thereof shall be distributed to or divided among any of the Trustees or officers of the Corporation or inure to the benefit of any individual. (2) After all liabilities and obligations of the Corporation have been paid. satisfied and discharged. or adequate provisions made therefor, all remaining property and assets of the Corporation shall be distributed for an exempt purpose or for public use in accordance with section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of subsequent tax law) and the regulations issued thereunder. ARTICLE VW The names and addresses of the persons who are the incorporators of the Corporation areas follows: Barbara Mignon Weatherly Paul Hoffman Jeffrey Epstein 6100 Red Hook Quaner. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 ARTICLE IX The amount of indebtedness to which the Corporation may be subject is unlimited. • ARTICLE X • members The articles of incorporation may be amended when authorized by a vote of two-thirds of the comprising the membership at' this Corporation. given at a meeting. or by the I.sritien consent of all the members without a meeting. SDNY_GM_00062699 CONFIDENTIAL - PURSUANT TO FED. R.QQFNI(FIDENTIAL DB-SONY-0025524 EFTA_00I 73207 EFTA01298355 Articles of Incorporation Page 5 IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of Incorporation this/ day of ifta_ 2000. BARB Mt ON THE PAUL OFF AN JEkFREY EPSTEIN TERRITORY OF THE VIRGIN ISLANDS ) Ss: DIVISION OF ST. THOMAS & ST. JOHN ) The foregoing instrument was acknowledged before me this by Barbara Mignon Weatherly and Paul Hoffman. Notary Public STATE OF NEW YORK )ss: COUNTY OF Ne vqc,r k_ /V day of Lfr . Notary note MN G( rhumba. John, tui. Mr corturossion axons 71 200C The foregoing instrument was acknowledged before me this J27 day of e 2000 by Jeffrey Epstein. Notary Public LAUREN J. Notary Public, tnoWNTNER No. State of New Yolk OuNIfled 02KW6016686 c;orfunfesion in New York County Expires November 30. 20 , ea SDNY_GM_00062700 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0025525 EFTA 00173208 EFTA01298356