EFTA01105157.pdf

NAME OF APPLICANT: southern Trust Company, Inc. TYPE OF APPLICATION: OFFICIAL USE 4444 _ NEW° Dates Received: cso.p 4Cepoi EXTENSIONn SMALL MANUFACTURER MODIFICATIONED Accepted as Complete: TRANSFERQ APPLICATION FOR 111 ECONOMIC DEVELOPMENT BENEFITS Economic Development Authority EFTA01105157 1. CONTACT INFORMATION EIN #: 66-0779861 NAICS Code A. Name of Applicant: Southern Trust Company, Inc. B. Mailing Address: 9100 Port ofSale Ste. 15 St. ThomasJISVI 00802 C. Phone Fax: Email D. Plant/Facility Location: Island: St. Thomas Estate & Parcel No: TBP E. Name of Local Attorney or Representative: Erika Kellerhals, Esq. , Kellerhals Ferguson Fletcher Kroblin LLP Address: 9100 Port of Sale, Suite 15, Phone: F. Please tell us how you learned of the EDC Program: 1. business contact( ) 2. attorney/tax advisor( ) 3. advertisement( ) 4. conference/expo( ) 5. website( ) 6. other--please explain(X ) Beneficial owner is a current beneficiary. 2. BUSINESS INFORMATION A. Brief description of the type of Business to be undertaken by applicant in the USVI. (e.g. Assembly, Hotel, Boutique Hotel, Utility) Applicant will establish a Category HA designated service business. The business objective of the Applicant is to build an extensive DNA database and develop a data-mining platform for the database to be available through the Internet. 1. Category l( ) II( ) IIA(X ) III( ) 2. Detailed description of the activities for which benefits are sought and narrative in support of application. (Include a business plan) Check if Attached, Appendix 1(X) 3. If applicant is a small business, attach a small business certification. Check if Attached, Appendix 2 () 4. Please give information including full name, EIN#, place of business, resident agent and description of affiliate, subsidiary and/or parent business entities. (include an organizational chart, if applicable) Check if Attached, Appendix 3 (X) . B. Form of Business Organization: 1. Individual( ) 2. Corporation( X ) 3. Partnership( ) 4. Limited Liability Corporation( ) 5. Limited Liability Partnership( ) 6. Limited Liability Limited Partnership( ) 7. Other() 8: If Subsidiary of U.S. Corporation, Name of Parent Corporation and EIN( ) EFTA01105158 1. Individual a. Country of citizenship: b. Date applicant became bona fide resident of the USVI: c. Applicant intends to remain a bona fide resident of the USVI? Yes( ) No( ) 2. Corporation a. If stockholders are individuals, stockholders full names (including first, middle, last and alias/nickname), Address, Date of Birth (including month, day and year). Place of Birth and Social Security Number or Country ID, for stockholders owning 5% or more of the corporation. Check if Attached, Appendix 4 (X) Name: Jeffrey E. Epstein Address: 6100 Red Hook Quarter, B3, Date of Birth: St. Thomas, VI 00802 Place of Birth: NY, NY %Owned: 100 b. If stockholder is a corporation or other entity, provide entity information and specify full names (including first, middle, last and alias/nickname) of directors, principals and officers, for stockholders owning 5% or more of the corporation. Check IIAttached, Appendix 5 () c. Date of incorporation: 11/18/2011 Place of incorporation: U. S. Virgin Islands d. Copy of Articles of Incorporation certified by the Lt. Governors Office. Check if Attached, Appendix 6 (X) e. "Certificate of Good Standing" from Lt. Governors Office certifying that all required annual reports have been filed and franchise taxes paid. Check if Attached, Appendix 7 (X) f. In case of a foreign (non V.I.) corporation, attach evidence that the Corporation is authorized to do business in the USVI. Check if Attached, Appendix 8 () EFTA01105159  3. Partnership a. Full names (including first, middle, last and alias/nickname), residence, social security number, date of birth, place of birth, occupation and citizenship of each partner owning 5% or more of the partnership and those who are or will be bonafide resident seeking to claim dividends and interest withholding exemptions. VI residents must give date when his or her residency commenced. 1. NAME CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY ID OCCUPATION DATE OF BIRTH NO. 2. NAME I CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY ID OCCUPATION DATE OF BIRTH NO. 3. NAME I CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY O. ID OCCUPATION DATE OF BIRTH N 4. NAME CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY ID OCCUPATION DATE OF BIRTH NO. 5. NAME CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY ID OCCUPATION DATE OF BIRTH NO. b. Attach a copy of partnership agreement filed at the Lt. Governor's Office and the internal agreement between partners, Check if Attached, Appendix 9 () c. If a partner is a corporation, submit all of the information required of a corporation (Section "B") for each applicant. Check if Attached, Appendix 10 () d. If a partner is a LLC, submit all of the information required of a Limited Liability Corporation. Check if Attached, Appendix 11() a If a partner is a LLP, submit all of the information required of a Limited Liability Partnership. Check if Attached, Appendix 12 () f. If a partner is a LLLP, submit all of the information required of a Limited Liability Partnership. Check if Attached, Appendix 13 () EFTA01105160 4. Limited Liability Entries a. Full names (including first, middle, last and alias/nickname), residence, social security number, date of birth, place of birth, occupation and citizenship of each member/partner owning 5% or more of the equitable interest in the business and those who are or will be a bonafide resident seeking to claim dividends and interest withholding exemptions. VI residents must give date when his or her residency commenced. 1. NAME OWNERSHIP DATE OF V.I. RESIDENCY SSN/COUNTRY O. ID OCCUPATION DATE OF BIRTH N 2. NAME CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY ID OCCUPATION DATE OF BIRTH NO. 3. NAME CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY NO. ID OCCUPATION DATE OF BIRTH 4. NAME CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY O. ID OCCUPATION DATE OF BIRTH N 5. NAME CITIZENSHIP OWNERSHIP% ADDRESS DATE OF V.I. RESIDENCY SSN/COUNTRY O. ID OCCUPATION DATE OF BIRTH N b. Agreement of LLLP: General Partner: Check if Attached, Appendix 14 0 c. Statement of Qualification Check if Attached, Appendix 15 0 d. Certificate of Limited Partnership Check if Attached, Appendix 16 0 e. Article of Organization Check if Attached, Appendix 17 0 f. Certificate of Existence: General Partner: Check if Attached, Appendix 18 0 g. Agreement between General & Limited Partners Check if Attached, Appendix 19 0 h. If a member/partner is an entity, submit all of the information required of such entity Check if Attached, Appendix 20 0 EFTA01105161  3. EMPLOYMENT A. Employment and payroll information 1. Summary FULLTIME EMPLOYMENT PRESENT AFTER FIRST TIME 12 MONTHS COMMENCEMENT OF HEN EFTTS POSITION CLASSIFCATION NO ANNUAL WAGES NO ANNUM. WAGES HOURLY WORKERS Resident S s S S CLERICAL Resident I MAIO S S PROFESSIONAL/TECHNICAL Resident 4 5370.000 $ S MANAGEMENT i SUPERVISORY Resident S I $200.000 Total Resident s 6 6610.000 Please attach a list of job titles and salaries Check if Attached, Appendix 21 (X) 2. How many employees will be Non-Virgin Islands residents at the commencement of benefits? Check if Attached, Appendix 21 (n/a ) 3. How many employees will be Non-Virgin Islands residents at the time of hire? Check if Attached, Appendix 22 (X) 4. If applicant is or will be employing nonresidents, attach a copy of Comprehensive training plan approved by the Commissioner of Labor. Check if Attached, Appendix 23 (n/a ) 5. How many employee positions will be filled by owners, partners or members? Please list job titles and functions. Check if Attached, Appendix 24 (X) 6. Attach copies of most recent payrolls to include name, title, ss#, job, and salary.Check if Attached, Appendix 25 (n/a ) 7. Has the applicant, parent, affiliate or subsidiary entities had any unresolved labor problems during the past two (2) years? Yes ( X) No( ) If "yes", attach a statement as to the nature of the problem. Check if Attached, Appendix 26 (X) 8. Attach copy of Organizational Chart. Check if Attached, Appendix 27 (X) 9. Employee benefit Plan. Check if Attached, Appendix 28 (X) EFTA01105162  4. INVESTMENT & PROCUREMENT A. Proposed Initial Capital Investment New Applicant $ 4QQ,09 Extension/Modification $ Small Business $ Date of Commencement of Investment: upon grant of benefits Date of Completion of Investment: one year thereafter B. If Business Operations Include Manufacturing, Principal Raw Materials And Components To Bo Utilized In Process: DESCPITION SOURCE ANNUAL DOLLAR VOLUME VALUE AS OE FINISH PRODUCT INDICATE WHETHER V.LAS,OR NAME OF FORGEIN COUNTRY C. In the event the applicant is engaged in manufacturing requiring duty free entry to the U.S., Attach U.S. customs ruling for favorable treatment under headnote 3(a) (19 USC 1202). Chock if Attached, Appendix 29 () D. Principal revenue source; indicate percent to: V.I. % U S. cX2' Foreign 100 (name of country/countries) Check if Attached, Appendix 30 (X) E. Machinery and Equipment: DESCIPTION DATE OF ACOUISTION PUROIASEU PRICE LEASED COST PLEASESUBMIT COPY OF LEASE AND DOCUMENTATION ATTESTING TO in FAIR MARKET VALUE or EQUIPMENT TO BE LEASED Check if Attached, Appendix 31 ( ) EFTA01105163 F. Land and Buildings: LOCATION INITIAL PLANNED EXPANSION LAND AREA (ACRLS/SQ.FT.) LAND VALUE (IF OWNED) S S DATE PURCIIASED OR RENTED NUMBER OF BUILDINGS AREA (ACRESMQ.PT.) BUILDING VALUE (IF OWNED) S $ AVM Al. RENT (SUBMIT LEASE) S S DATE PURCHASED OR RENTED b. If land and/or building are leased, attach copy of lease(s). Check if Attached, Appendix 32 () c. If facilities are not yet owned/leased, description of facilities needed for business, (i.e. # of square footage, etc.) Check if Attached, Appendix 33 (X) G. Indicate whether the applicant will utilize any facilities or locations In common with another person or company. Yes( ) No( ) If "Yes*, list such facilities and locations, their value (if owned) and percentage used by each occupant. User 1 User 2 NAME NAME EFTA01105164 5. FINANCIAL A. FINANCIAL INFORMATION Please submit the following if applicable: 1. Applicant must obtain a Bank reference (s) letter, provide a list of all bank accounts and the names of all authorize signatures on the accounts. Check if Attached, Appendix 34 (X) la. If capitalization is through individual or entities, please provide a financial institution letter indicating verification of source of investment/capitalization. Check if Attached, Appendix 35 (X) 2. Certified copies of Profit and Loss statements and balance sheets for the past three (3) years; if entity (or similar prior entity) has been in operation prior to application. Chock if Attached, Appendix 36 (n/a) 3. Projected income and expense statements for five (5) years which have been signed by principals. Check if Attached, Appendix 37 (X) 4. Beginning balance sheet must be signed by principals. Check if Attached, Appendix 38 (X) 5. If applicant or a shareholder/partner/member owning more than 5% or more of applicant is a publicly traded entity; copies of the annual report of same. Check if Attached, Appendix 39 (n/a ) 6. If entity is a pass-through entity, provide for owners who are/were VI residents. Statement as to the manner in which the investment has been, or will be financed together with names and addresses of persons or companies providing the financing. Check if Attached, Appendix 40 (n/a) EFTA01105165 6.TAX INFORMATION A. Letter from V.I. Bureau of Internal Revenue indicating status of tax obligations. (Not required for corporations existing less than one (1) year; if operations has not commenced) Check if Attached, Appendix 41 (n/a) B. Copies of applicant entity Federal (IRS) or V.I. income tax returns for the past three (3) years. Check if Attached, Appendix 42 (n/a ) C. Copies of Federal (IRS) or V.I. income tax returns for the past three (3) years for beneficiary owners. Check if Attached, Appendix 43 (TBP) 7.ADDITIONAL INFORMATION A. Applicant must obtain a letter from the V.I. Department of Planning and Natural Resources stating compliance with ecological, environmental and planning laws and regulations. Check if Attached, Appendix 44 (TBP) B. If the property of facility adjoins beach or shoreline attach copy of easement or lease recorded with recorder of deeds with public easement provisions. Chock if Attached, Appendix 45 (n/a ) C. If applicant is approved, does applicant intend to conduct any business not eligible for benefits? Yes( ) No(X) If "yes', attach explanation and the nature of such business. Check if Attached, Appendix 46 () D. Please Attach your management training program plan. Check if Attached, Appendix 47 (X) E. Explain and give evidence of your educational assistance program Check if Attached, Appendix 48 (X) EFTA01105166 8. BACKGROUND INFORMATION A. Indicate whether applicant, or any of its stockholders or partners have, or have had, any proprietary interest in any other enterprise that is or has been a beneficiary under the V.I. Economic Development Program. Please answer questions BE for all applicant(s), entity partners, owners, directors or officers of corporation and beneficial owners. Yes(X) No( ) If ayes" explain below. Mr. Jeffrey Epstein is the sole owner of Financial Trust Company, Inc., a current EDC beneficiary. He is also a member of IGY-AYH St. Thomas Holdings, LLC, an EDC beneficiary. B. Has any entity in which you, or your spouse, is/was a director, officer, partner or an owner of a 5% or greater interest ever had any license, permit, or certificate issued by a governmental agency in any jurisdiction denied, suspended, revoked, or subject to any conditions? Yes( ) No(X) If `Yes" please explain. Check if Attached, Appendix 49 () C. Have you ever been arrested or charged with any crime or offense in any jurisdiction? Yes(X) No( ) If "yes" please explain. Check if Attached, Appendix 50 (X) D. Have you ever been the subject of an investigation conducted by any governmental agency/organization, court, commission, committee, grand jury or investigatory body (local, state, county, provincial, federal, national, ect.) other than in response to a traffic summons? Yes(X) No( ) If "yes" please provide the name and address of court or other agency, nature of proceeding or investigation date, whether testimony given and if so what date, and approximate time period of investigation. Check if Attached, Appendix 51 ()Q E. Have any of the beneficial owners ever been adjudicated or filed a petition for any type of bankruptcy, insolvency or liquidation under any bankruptcy or insolvency law in any jurisdiction? No. Check if Attached, Appendix 52 () EFTA01105167 9. EXTENSIVE, MODIFICATION AND TRANSFER APPLICANTS A. Provide clearance certificate from the EDC Compliance Unit. B. Extension applicants. All extension applicants should provide the following: 1. Certificate showing the liability of its previous business. Check if Attached, Appendix 53 () 2. Indicate the specific benefits which applicant is seeking. Check if Attached, Appendix 54 () 3. A certificate from the Commissioner of Labor stating the applicant is in compliance with all labor laws, codes and regulations. Check if Attached, Appendix 55 () 4. A statement showing the percentage level, effective date and termination date of each type of benefit previously enjoyed by the applicant. Check if Attached, Appendix 56 () 5. In the case of a hotel, timeshare, guesthouse, condo/hotels, boutique hotel, etc, a statement from the V.I. Bureau of Economic Research showing that the applicant is current in reporting the hotel, timeshare, guesthouse, condo/hotels, boutique hotel, etc. occupancy on a monthly and annual basis and visitor origin data on annual basis, for a two year period ending no more than five months prior to the date of the application. Check if Attached, Appendix 57 () C. Transfer applicants: In addition to the information required in items 19 above, transfer applications (as defined in section 719 title 29 VIC) shall contain the date on which the applicant wishes the effective date of the transfer of benefits. Check if Attached, Appendix 58 () D. Exempt support businesses: In addition to the information required in items 19 above, all exempt support business applicants shall provide a statement from the commissioner of insurance and copy of license to operate in the V.I. as an `exempt support business". Check if Attached, Appendix 59 () EFTA01105168  TRUTH STATEMENT On the basis of information presented in this application and the accompanying attachments, applicant requests the Industrial Development Commission grant to the applicant, Economic Development Commission benefits provided by the title 29 chapter 12 of the Virgin Islands Code as amended. "Under penalties ofperjury I hereby certify that all the above information, as well as accompanying docwnents, are true and complete to the best of my knowledge. information and belief. If information submitted changes I understand that I am obligated to Worm the Economic Development Commission." NAME OF APPLICANT Southern Trustcon_sonyrint:- \ AUTHORIZED SIGNATURE IN 2 --._.----*/ / /* TITLE President DATE r ef if1-o I ( 2 Subs F rand sworn t before me this ✓44. day of Ceiliimhte 20 /I-- HARRY I. SELLER otary Public Seal or Authority of N°Si se/rYPublic. State of New York No. 018E4 853924 :uHied in Rockland C Commission EWes _ County • rob. 17, 201 RELEASE AUTHORIZATION To All Courts, Probation Departments. Selective Service Boards, Employers, Educational Institutions, Banks, Financial and Other Such Institutions, and All Governmental Agencies — federal, state and local, without exception, both foreign and domestic. On Behalf of Southern Trust Company, Inc., I, Jeffrey E. Epstein, have authorized the Virgin Islands Economic Development Commission or its designee to conduct a full investigation into the background of the said enterprise. Therefore, you are hereby authorized to release any and all information pertaining to the said enterprise, documentary otherwise, as requested by any employee or agent of the Virgin Islands Economic Development Commission or its designees, provided that he or she certifies to you that said enterprise has an application pending before the Economic Development Commission or that said enterprise is presently a licensee or registrant requirement to be qualified under the provisions of Title 29 VIC Chapter 12 701726. This authorization shall supersede and countermand any prior request or authorization to the contrary. A photo Siatic copy'of this authorization will be considered as effective and valid as the original. AUTHORIZED SIGNATURE \•%. O TITLE President DATE I (1)-O Subscribed sworn to before me this 9.cs day of Seg PA A-, , 20 / '— ..--,-...7 -.7.„. 40,-,.. Signature HARRY I. BELLER Notary Public. State of New York No. 010E4853924 Clualified in Rockland County ft, Commission Expires Feb. 17, 20O EFTA01105169  APPENDIX 1 1. BUSINESS SUMMARY 1.1. Executive Summary Southern Trust Company, Inc. ("Applicant" or "STC"), a corporation organized under the laws of the U. S. Virgin Islands will establish and conduct a Category IIA "designated service business" as described in Section 703(g)(4) Title 29, Chapter 12 of the Virgin Islands Code. Applicant will seek to apply the concepts, methodologies, and technologies related to biomedical and financial informatics, including public health epidemiology, financial genetic algorithms, computational biology, genomics, proteomics, structural biology, disease modeling, and biomedical engineering, based on databases and information to be kept on servers located in the U.S. Virgin Islands. The business objective of the Applicant is to build an extensive DNA database and develop a data-mining platform for the database to be available through the Internet. With over 200 million profiled U.S. Internet users and up to 2 billion worldwide users, the goal of discovering trends related to diseases and assisting in health preservation has vast possibilities. Data-mining has become more and more complicated as the mass of information increases exponentially. In the not too distant future, there will be as many people on the Internet as there existed on this planet in its entirety only 20 years ago. Dissecting useful information from the massive amounts of available data will require high-level mathematical skills, and high-speed access to various databases. The fiber connections newly available in the U.S. Virgin Islands will provide enhanced capacity necessary to conduct such a high-tech operation. The purpose of DNA and biomedical data mining and graph data is to enhance the ability to access, interpret and utilize information related to biomedical and financial informatics in order to improve health and well being. Measured data provide valuable insight into product usage. It also brings challenges like large data files and it is crucial to make the most of measured data to understand product service, performance, and life. The Applicant's platform will be based on databases and information to be kept on servers located in the U.S. Virgin Islands, specifically St. Thomas. Corporate enterprises have discovered that data mining is a valuable mechanism in analyzing customer, operational and transactional data that they have collected and stored for many years for billing and auditing purposes which provides them with a mechanism that simulates the ability for larger enterprises to "know your customers". The Applicant will deploy this mechanism to the human being creating a means for individuals to "know your DNA". The development of data mining methods is very sensitive and the EFTA01105170  Applicant will adhere to privacy preservation and non-perfect matches. The Applicant's strategy will be developed in consultation with leading privacy advocates and privacy professionals as part of its business process. The Applicant will use accurate standard software architecture optimized for large data sets. The raw data will be separated from the metadata, increasing searching speed. There will be built-in automated analysis ensuring standard reports are readily available and the Applicant will use a security model that makes sure only the right people have access to the approved data and information. Users can even configure the on-line analysis routines - and build powerful queries and reports; the right data, report or analysis to the right user at the right time. 1.2. Relationship to Financial Trust Company, Inc. Mr. Jeffrey Epstein is the President and sole shareholder of Economic Development Commission ("EDC") beneficiary, Financial Trust Company, Inc. (°FTC") that was granted an extension of benefits in 2010. The client base of and the product provided by the Applicant differ markedly from those of FTC, hence the desire to create a new entity that will meet all of the requirements of the EDC. FTC recently filed for a suspension of benefits, effective March 23, 2012. Some FTC employees may be transferred to STC. 2. BUSINESS ACTIVITIES AND COMPENSATION 2.1. Services to be Provided The Applicant will specialize in the interpretation of biomedical and financial artificial intelligence and offer market intelligence to companies who operate in the financial, biomedical and pharmaceutical industries. The primary goal of the Applicant is to become a successful competitor in the field of artificial intelligence, specifically concentrated in biomedical informatics and financial informatics algorithms and technology. The Applicant's initial focus will be on data acquisition and locating and establishing wide-ranging, all-inclusive biomedical and financial information databases on servers located in the U.S. Virgin Islands. • The Applicant will retail DNA testing services providing information and tools to individuals to learn about and research their own DNA. EFTA01105171  • The Applicant will engage in the development of "off-the-shelf' biomedical informatics software, as well as custom-designed biomedical informatics algorithms. • The Applicant will engage in the development of genetic and financial algorithms for stock market data mining optimization. • The Applicant will offer database solutions and server solutions. Informatics studies may be commissioned privately by a single entity that will have exclusive rights to the data collected. This will be marketed by the Applicant as "custom research". In other cases, studies may be published by the Applicant on a non- proprietary basis and sold to multiple companies. This will be marketed by the Applicant as published research. The Applicant's customers will range from individuals seeking information about their own DNA, to scientists buying desktop software for improving their academic research, to health care organizations seeking solutions for optimizing work processes and sustaining a competitive edge in the forward-looking scientific environment, and to entities seeking investment strategies. 2.2. Compensation and Eligible Income Streams. The Applicant will charge a fee for services based on a competitive target price. Title 29, Chapter 12, Section 713b(a) of the Virgin Islands Code provides that the income tax liability of a Beneficiary is reduced on a current basis "for income derived from the business or industry for which the certificate is granted." Therefore, in order for income to be eligible for the EDC benefits, the income must be attributable to the business for which the EDC benefits are specifically granted. In addition, as provided in the currently effective rules of the Internal Revenue Code, the income must be also either USVI source income or income that is effectively connected with a USVI trade or business. It is anticipated that all of the Applicant's income will be sourced or effectively connected to the USVI and therefore eligible for benefits. 3. OWNERSHIP OF THE APPLICANT The Applicant will be owned by Mr. Jeffrey Epstein. Mr. Epstein's business career began in 1976 at Bear Stearns & Company. He subsequently started his own financial consulting firm in 1981, which he eventually brought to the U.S. Virgin Islands in 1999, when he opened Financial Trust Company, Inc. Mr. Epstein is the Chairman, President and sole shareholder of FTC, a financial consulting firm that has been an EDC beneficiary for the past 13 years. In addition to his and FTC's significant contributions to the U.S. Virgin Islands economy over the past 13 years, Mr. Epstein, FTC and the philanthropic foundation he funded and organized have given over $2.3 million to U.S. EFTA01105172  Virgin Islands charitable interests, including $1.1 Million to educational pursuits, and scholarship and enrichment programs, and approximately $650,000 to local U.S. Virgin Islands charities and U.S. Virgin Islands youth sporting organizations. His foundation has continued to provide opportunities for scientific and technological exploration and development in the U.S. Virgin Islands by sponsoring several scientific symposiums in the U.S. Virgin Islands enabling local interaction among Nobel Laureates and faculty, postdoctoral researchers, graduate and undergraduate students, educators and the public. Mr. Epstein is universally renowned for his complex mathematics skills and is an experienced entrepreneur who has built several highly profitable companies. He has successfully transferred these abilities to the world of high finance, having been one of the pioneers of derivative and option-based investing. He looks now to shift his focus to the dynamic discipline of biomedical and financial analysis. His relationships in the upper echelon of research and academia and advanced knowledge of both science and mathematics will enable the Applicant to thrive in this technology-based environment. 4. EMPLOYEE TEAM 4.1. Management The Applicant's management team will include the following positions: President and Chief Executive Officer. Mr. Jeffrey Epstein will hold this position and he will provide leadership, develop networks of contacts, build effective management teams, articulate and champion a vision for the Applicant, and pursue the vision of the Applicant and its staff. Mr. Epstein will develop and implement strategic objectives that support the Applicant's mission. As CEO, he will define strategic priorities and seek to align key performance indicators to the strategic priorities of the Applicant. Mr. Epstein will use his scientific, mathematical, business and regulatory knowledge to plan, organize, oversee, and assess the Applicant's operations in relation to the Applicant's strategic objectives. Chief Scientific Officer The person in this position should have a Ph.D. in Biomedical Informatics and/or a medical degree with conceivably another degree in Computer Technology or Engineering. Primary responsibilities will be sewing as head of research and development within the biomedical division of the Applicant. The person in this position EFTA01105173  may have to liaise with governmental agencies and may need to present research updates. This person may also be responsible for hiring and firing his or her own staff, and assigning duties directly. 4.2 Employee Team The Applicant cannot be successful in the U.S. Virgin Islands without the support of a qualified staff. A large majority of the Applicant's employees will have advanced degrees in fields such as Computer Science, Mathematics, Biomedical Informatics and/or Finance. Skills will include: Bioinformatics, Molecular Biology, Biochemistry, Statistics, Mathematics, Software Architecture and Design, Database Management and Human-Computer Interaction. Some positions will be considered professional in nature and will be full-time, white others may be strictly entry-level employees. Section 708(m) requires that each applicant must commit to hiring a minimum of ten (10) persons on a full time basis. EDC Rules and Regulations section 708-601 generally requires that the Beneficiary employ ten persons within one year of the date the Chairman signs the Certificate of Benefits. The EDC retains the ability to waive the ten employee requirement where an Applicant, at the time of the Application, requests a waiver in its application, states the number of full-time employees it expects to employ, states if and when it can increase the number; states why employment of more employees is not economically feasible and states why the business is desirable nonetheless. While STC anticipates that it will hire in excess of ten employees over the course of its Certificate, should it be granted such benefits, it anticipates that its 'ramping up" period may be more extensive due to its specialized hiring needs. Therefore, STC is requesting a waiver of the employment requirement, as provided for under section 708- 601, from ten (10) employees to five (5) employees for the first five (5) years. STC anticipates that additional hiring will take place during years two through five. Some of the positions required to make STC successful require very specific technical skills that may not be immediately available in the Territory. Some positions may require extensive searches in order to find a suitable candidate. It is therefore unlikely that STC could meet the ten employee requirement within the first five years. Despite not being able to commit to ten employees within the first five years, this business is the perfect model for the continued expansion of ecommerce and data businesses here in the Territory. Utilizing the newly expanded technology infrastructure of the territory that will be further enhanced by the territory's broadband initiative, STC will serve as a primary example of the robust technological capabilities of the U.S. Virgin Islands. This coupled with the generous economic incentives should serve the territory well in attracting new businesses to the territory. EFTA01105174  5. FINANCIAL PLAN A detailed financial analysis of the Applicant's expected profits and losses over the next five (5) years in the U.S. Virgin Islands has been included as Appendix 37 of the Application. 6. CORPORATE RESPONSIBILITY AND COMMITMENTS 6.1. Annual charitable commitment. In addition to its contribution of $3,000 per year to the Territorial Scholarship Fund, the Applicant is committed to donating $50,000 per annum to local charitable causes. 6.2. Statutory Commitments of Applicant 6.2.1. Section 708(m). In accordance with Title 29, section 708(m), fifty percent (50%) of any educational assistance provided as part of the annual charitable contribution shall be designated for public school programs. 6.2.2. Section 708(h). The Applicant also agrees to comply with the local procurement requirements as stated in Title 29, section 708(h). 6.2.3. Section 708(k). The Applicant agrees to notify the Virgin Islands Employment Service at the Department of Labor as to the availability of employment, number of employees, occupations, classification of workers, and the applicable wage rate as required in 29 VIC 708(k). 6.2.4. Section 708(r) The Applicant agrees to require all contractors retained to purchase all insurance from resident insurance companies, agents, or brokers licensed to operate in the Virgin Islands in accordance with 29 VIC 708(r). 6.2.5. Section 708(p) The Applicant will provide employees additional leave from work, other than time applied to their annual leave, to participate and represent the Virgin Islands in athletic and sporting events in accordance with 29 VIC 708(p). EFTA01105175  6.2.6. Section 708(s) The Applicant will establish and maintain a Donated Leave Program similar to the program established under Title 3, chapter 25, Section 583b, Virgin Islands Code, in accordance with section 708(s). EFTA01105176  APPENDIX 3 Southern Trust Company, Inc. is a U.S. Virgin Islands corporation originally incorporated as Financial Infomatics, Inc. on November 18, 2011. The sole shareholder of Southern Trust Company, Inc. is Mr. Jeffrey E. Epstein. See organizational information below. Southern Trust Company, Inc. EIN: xx-xxxx861 Place of Business: U.S. Virgin Islands Resident Agent in the U.S. Virgin Islands: Kellerhals Ferguson Fletcher Kroblin LLP, 9100 Havensight Port of Sale, Ste. 15-16 St. Thomas, VI 00802 Mr. Epstein is also the sole shareholder of Financial Trust Company, Inc. an EDC beneficiary. Mr. Epstein is also a member of IGY-AYH St. Thomas Holdings, LLC, an EDC beneficiary. EFTA01105177  APPENDIX 4 Jeffrey E. Epstein 6100 Red Hook Quarter, B3 St. Thomas, U.S. Virgin Islands 00802 Place of Birth: New York Date of Birth: EFTA01105178  APPENDIX 6 Certificate of Incorporation and Articles EFTA01105179  04 7, 44'492, C10.4414b CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF FINANCIAL. INFOMATICS, INC. Financial Infonntics. Inc. a corporation duly organized and existing under and by virtue of the General CO11)00600 Law of the Virgin Islands (the "Corponcion") DOES HEREBY CERTIFY that the following Amendment to its Ankles of Incorporation has been duly adopted in accordance with the provisions of Tide 13 of the Virgin Islands Code. General Corporation Law. Section 221 Ankle I of the Articles of Incorporation is hereby amended by deleting Article I in its entirety and insening the following in lieu thereof: ARTICLE!, The name of the Corparthon (hereinafter relayed to as the -Corporatior- 1 is SOMME/PI Trail Conspany,Ist. N ca C) ..•-• r1) IN WITNESS WHEREOF, the underdgrw.4 palms have hereunto SO their hands as the President r- •• and the Secretary of the Corporation this . f• day of Sep:mixt2012 :,1 Cr: 1•71, .....1 . L.I 1N.7 ca l'r.?• Jeffrey Fraineridarirad— Pr 1 .... .. •• J, i .c.. --7-Th,." .... • ' ,.. ..c,641-k..,........ :-., r.7, 0, -n 7.3 a ..< '':1 to -11 •75 Darren Indyke. Secretsy I l—s O _i I O, •st til IN THE STATE OF 7‘1-'- Yojc DISTRICT OF BEFORE ME, the undersigned authority, on this 11- da• of September, 2012 personally appeared Jeffrey Epstein and Darren Indyke, who, being M me first duly sworn, declared that they are the persons who signed the foregoing document as the President and Secretary of the Corporation and that the statements contained io these Articles of Amendment are I