AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is dated as of March 20th, 2013, by and among Financial Trust Company, Inc., a U.S. Virgin Islands corporation, ("FTC"), Southern Trust Company, Inc., a U.S. Virgin Islands corporation ("STC") and Southern Financial, LLC, a U.S. Virgin Islands limited liability company (the "LLC") and a wholly owned subsidiary of STC. RECITALS A. FTC, an S corporation for U.S. Virgin Islands tax purposes, has an authorized capitalization of ten thousand (10,000) shares of Class A common stock, par value $.01 per share ("FTC Stock"), of which ten thousand (10,000) shares are issued and outstanding on the date hereof and owned by Jeffrey E. Epstein ("JEE"). B. LLC is wholly owned by STC, a U.S. Virgin Islands S corporation for tax purposes, and all issued and outstanding membership interests of LLC are held by STC. LLC is treated as a disregarded entity for tax purposes. STC has an authorized capitalization of one hundred thousand (100,000) shares of common stock, par value $.01 per share ("STC Stock"), of which ten thousand (10,000) shares are issued and outstanding on the date hereof and owned by Jeffrey E. Epstein ("JEE") C. The Board of Directors of FTC, the Board of Directors of STC and the Manager of LLC, have determined that it is advisable that FTC be merged with and into LLC (the "Merger"), with LLC continuing as the surviving company in the Merger (the "Surviving Company") pursuant and subject to the terms and conditions of this Agreement and applicable law. NOW, THEREFORE, the parties agree as follows: ARTICLE I THE MERGER 1.1 THE MERGER. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with applicable law, at the Effective Time of the Merger (as defined in SECTION 1.2), FTC shall be merged with and into LLC. As a result of the Merger, the separate existence of FTC shall cease and LLC shall continue as the Surviving Company of t