EPSTEIN
page 4 / 365 . OCR, unverified
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person in a like position would-exercise under similar circumstances, and in a manner that
such person reasonably believed to be in the best interests of the Company and with respect
to a criminal action or proceeding, if such person had no reasonable cause to believe such
person's conduct was unlawful.
2. To the extent that any manager, member, employee or agent of the Company has
been successftil on the merits or otherwise in defense of an action, suit or proceeding or
in defense of any claim, issue or other matter in the action, suit or proceeding, such.
person shall be indemnified against actual and reasonable expenses, including attorneys'
fees, incurred by such pakten in connection with the action, suit or proceeding and any
action, suit or proceeding brought to enforce the mandatory indemnification provided
herein.
3. Any indemnification permitted under this Section, unless ordered by a. court,
shall be made by the Company only as authorized in the specific case upon a
determination that the indemnification is proper under the circumstances because the
person to be indemnified has met the applicable standard of conduct and upon an
evaluation of the reasonableness of expenses and amounts paid in settlement. This
determination and evaluation shall be made by a majority vote of the members who are
not parties or threatened to be made parties to the action, suit or proceeding (except in the
event that there arc no members other than the Sole Member, in which event the
determination and evaluation shall be made by the Sole Member, regardless of whether or
not Jeffrey Epstein is a party or threatened to be made a party to the. action, suit or
proceeding).
SECTION VII
WOUJOATION
ilic Company shall be dissolved, and shall terminate and wind up its affairs, upon.the
determination of the Sole Member to do so.
SECTION VIII
MISCELLANEOUS PROVISIONS
A. Section Headings, The Section headings and numbers contained in this Agreement have
been inserted only as a matter of convenience and for reference, and in no way shall be construed to
define, limitor describe the scope or intent of any provision of this Agreement.
B. Severability. The invalidity or unenforceability of any particular provision of this
Agreement shall not affeot the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
C. ,Amendinol. This Agreement may be amended or revoked at any time, in writing, with
the consent of the Sole Member. No change or modification to this Agreement shall be valid unless
in wilting and signed by the Sole Member.
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0052762
CONFIDENTIAL
SDNY_GM_00198946
EFTA01362977
--- SOURCE: IMAGES__0031__EFTA01362978.txt ---
METADATA_SOURCE: IMAGES0031
METADATA_FILENAME: EFTA01362978.pdf
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D. Binding Effect Subject to the provisions of this Agreement relating to transferability,
this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective
distrihutecs, heirs, successors and assigns.
E. OsLysinay. Regardless of the place where this Agreement may be executed by the
Sole Member, the rights and obligations of the Sole Member, and any claims and disputes relating
thereto, shall be subject to and governed by, and construed and enforced in accordance with the
laws of the Territory of the U.S. Virgin Islands.
IN WITNESS WHEREOF, the Sole Member makes and executes this Operating
Agreement on the day and year first written above.
WITNESSETH:
By:
SOUTHERN TRUST COMPANY06., Sole Member
By:
effrey E. Epstein, PresidEiu
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0052763
CONFIDENTIAL
SDNY_GM_00198947
EFTA01362978
--- SOURCE: IMAGES__0031__EFTA01362979.txt ---
METADATA_SOURCE: IMAGES0031
METADATA_FILENAME: EFTA01362979.pdf
----------------------------------------
Awricuis OF ORcANiZATION.
VF
SOUTHERN-FINANCIAL, Mr
L. the undersigned natural person of the age of aighteen years or more, fitting as orgardwer of a
Minted liability company under the Uniform Limited Liability Company Act, Chapter 15, Title
13, Virgin islands Code ("Uniform Limited Liability Company Act"), .00 hereby adopt the
followiog Articles of Organization har such/hinted iiability.companyY
ARTICLE ONE
NAME, ADDlti$S&AND ritiNcirm. ()nu
Name and Address
1. Therwme and address of the limited, liahiliht c.nnpany shall beS0uthern Financial, ILC tate
"Company"), 9100 Port .of Sale Mall,'Suite '13. SC Thomas, U.S. Virgin Islands 00802. The
physical addressand mailingaddress of the Company are thetune.
Principal Office
c) 1..;
. ,
, ..
. :11w principal office and permanent address M. the transaction of busineds orthe .cbtnpany
shall be the address stated in Paragraph 1 0i these Articles as the physCcal 'attdragi.;61 'the
FN.,
wit C.,
Company.