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ear Sir or Madam: We are counsel to Financial Strategy Group, Ltd., ("FSG") which is applying for status as an International Banking Entity through the Office of the Lieutenant Governor, Division of Banking and Insurance. Title 9, Chapter 25 of the Virgin Islands Code authorizes the creation of these entities. Pursuant to Title 9,
ken by the incorporator and the Board of Directors of the Corporation, including, but not limited to, the preparation and filing of the Articles of Incorporation of the Corporation, the preparation and adoption of the By-Laws of the Corporation, and the preparation and filing with the U.S. Virgin Islands Division of Banking and
authorized, empowered and directed, for and on behalf of the Corporation, to execute and deliver the Merger Agreement, and to execute and file with the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being co
the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is
authorized, empowered and directed, for and on behalf of the Corporation, to execute and deliver the Merger Agreement, and to execute and file with the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being co
the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is
authorized, empowered and directed, for and on behalf of the Corporation, to execute and deliver the Merger Agreement, and to execute and file with the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being co
the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is
authorized, empowered and directed, for and on behalf of the Corporation, to execute and deliver the Merger Agreement, and to execute and file with the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being co
the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is
ese Presents Shall Come: 1, the Undersigned, LIEUTENANT GOVERNOR, do hereby certify that aNANCIAL INFOMATIM a Virgin Islands corporation, filed in the Office of the Lieutenant Governor on September 21:2012 as prnvidettfor by law, Certificate of Amendment.AiticteY of incorporation, duly acknowledged; changing its name to SQUTHERNI
the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of, the same hereby is, an all respects, ratified, adOpted and approved; and n is
Entities connected to both the Office of the Lieutenant Governor and Incorporation of the Corporation

Jeffrey Epstein
PERSON
U.S. Virgin Islands
LOCATIONDarren Indyke
PERSONSouthern Trust Company
ORGANIZATION
Charlotte Amalie
LOCATION
Richard Kahn
PERSONthe Board of Directors of
ORGANIZATION
Financial Trust Company
ORGANIZATIONthe Certificate of Incorporation
ORGANIZATIONthe "Common Stock"
ORGANIZATION
United States
LOCATION
Sarah Ferguson
PERSONthe Common Stock
ORGANIZATIONDivision of Corporation
ORGANIZATIONthe Directors of Financial Infomatics, Inc.
ORGANIZATIONJeepers, Inc.
ORGANIZATIONFED R.QP
ORGANIZATIONTcn Thousand
ORGANIZATIONDoug Band
PERSON
Bear Stearns
ORGANIZATION