CONSENT OF THE BOARD OF DIRECTORS OF FINANCIAL TRUST COMPANY, INC. The undersigned, being all of the Directors of Financial 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 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 Corporation was duly formed in the United States Virgin Islands on November 6, 1998; WHEREAS, the Board of Directors as of the date of this Consent are as follows: Jeffrey Epstein Cecile deJongh Jeanne Brennan WHEREAS, the undersigned, being all of the directors of Financial Trust Company, Inc., 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, the Corporation is the sole owner of Jeepers, Inc., a corporation organized and existing under the law of the U.S. Virgin Islands, which has elected to be taxed as a qualified subchapter S subsidiary; WHEREAS, the Board of Directors has 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, Inc., free and dear of all liens, claims and encumbrances, (the "Jeepers Interest') such that Epstein shall become the sole owner of Jeepers, Inc.; WHEREAS, Epstein is also the sole shareholder of Southern Trust Company, Inc., a United States Virgin Islands Corporation incorporated on November 18, 2011 ("STC'); WHEREAS, STC is the sole member of Southern Financial, LLC, a United States Virgin Islands limited liability company organized on February 25, 2013 ("$F""