Appleby Trust Isle ofMan) Limited Fonn Type>> New some; Flle Note Ref Fonn Pd e5 Pagel uf4 cloenl>> anne>> General LLC Address: Cvnanmnb -- Illtl'lzllucer LLC Address: Cvnanmnb -- new Plellsemt'le Lon/lnzdium/hlgh blames) ml: (Fennel am not reqlelred at Musings) set um tn dermis bat'kgl'mmd ml (he (Item, 5mm! ofwealth, and lnelode vaults afany lntemel rzszurch eondooted. The ellente General LLC wlnen enned by Hlofleld Inveshllent LLC, General LLC ably be sharehuldel' of the new law Company, lhl'ough Appleby lulth them Reg Uf/lee (4 Regdgenl. A breakdown ofthe mien/J) IS the (DD Hlufleld LLC The mum two lot-e Mme" Mayhem end/lone; Came), detall: llsfullow) . Warren Mayhem 7 CH) 1m, smce l986 Stephens lne to owned nwmment bunk tutti mu founded 1933 by m: Wln'Stephelb In l97lJ, Mayhem 1m tloe Mote Well C0) brought md-th to" IPO. Stephens lne employs ever 700 peeple and he 24 affix: slnee the af1999, stephele lne he led or so pnlloe aflermgx, lwel' x13 1 lnlloon llelnlereli Over the lug! 5 yelm, stephele lot has mil/bed than: on aver lza melger aequmtloll tmnmitlulb tl-lmmetlml mlde are>> ofx43 Stephan Cllellt snooty, cltpotdl Fluent-e, lnnement Rbetm'h, nndetddl He ha: persullal wealth ofdpol-oenndtely 52,3 All the wurld) [lmles Came) 7 (EU LLC, a us Investment eonopnny. Set out detall only knew" lo the >tml'ml'8 dam]: on llII pame; and remit) oflmy reselmh rmlliurteli mull! Appleby Trust (Isle of Man) Limited Form Type: Ref: Pages: New Business File Note Form 1 Page 2 of 4 We have recently set up Rustic Hill Advisors Inc (“Rustic Hill”) which will be the consultancy company that will enter into agreements with the Turtle Mountain Bank of Chippewa Indians Tribe to provide consultancy services in order to facilitate the establishment of lending facilities to the tribal members. Rustic Hill will then enter into a further Consultancy Agreement with a group company of its parent in order to obtain the necessary services in order to ensure that its obligations under the agreement with the Tribe are met. The BVI Company, Black Oak Consulting Inc (“Black Oak”) is being established to be the Company that will contact the various IT / Loan Service providers in order to negotiate the services that the tribe require to establish the lending business. Due to the highly competitive nature of the business that the client is involved with they wish the Company that is undertaking the negotiations with the various providers to be separate from the Company that will be entering into the Agreements with the Tribe. This ensures that the activities of the Group, through Rustic Hill remain confidential. Black Oak will enter into an Agreement with Rustic Hill (Simon Cain to prepare) in order to allow it to contact the various service provides on behalf of Rustic Hill in order to maintain confidentiality. Black Oak will also provide an Agent Agreement to individuals on the group structure (understood to be Edward Foster and Christopher Pickett) to allow them to carry out the negotiations on its behalf for the tribe. The Business of the parent is to provide the necessary services to the Indian Tribes in the US. The strategy is to enter into agreements whereby they assist with providing the necessary services to allow the tribe to establish the infrastructure to grant loans to its members. Neither Rustic Hill nor Black Oak will be entering into or providing loan services. Their roles are: - Rustic Hill is the consultancy company to the Tribe, - Black Oak is the outward facing entity that will contact the service providers to secure the services of the tribe on behalf of Rustic Hill, this ensures that the confidentiality of Rustic Hill is maintained from its competitors. Proposed Structure Set out in detail the proposed structure and its purpose, expected assets, turnover, areas of operation, the advice on which is based (ie tax advice), any funding arrangements, any business plans, etc. The Company will be wholly owned by a newly incorporated Delaware Company, General Holdings Inc that is owned by Hayfield Investment Partners LLC. Appleby Trust (Isle of Man) Limited Form Type: Ref: Pages: New Business File Note Form 1 Page 3 of 4 The structure is being established to provide Consultancy Services to various parties of the group. The Client wishes to use a BVI Company “Black Oak Consulting Inc” as the Consulting entity that will be in contact with the Service providers to the Tribe Services to be provided Set out details of the services to be provided by ATIOML Register Office – Via Appleby BVI Register Agent – Via Appleby BVI Director – General Managers Provision of Financial Statements Full administration by ATIOML Due Diligence Held Set out below and attach details of all CDD held or requested. Full CDD held on holding structure of Rustic Hill Advisors Inc which is the same holding structure as Black Oak. The CDD was signed off less than 3 months ago and therefore new CDD is not required. Other Business & Risk factors As the Company is providing Consultancy Services to a “Payday Loans” Company there is a reputational risk as ATIOML will be proving full services to the Newco, even though it is not directly providing the loans. Regular monitoring will be required in respect of this. Fees Set out details of the proposed fees. Are any fees required in advance? Set up fees: Time based approximately £2500 plus BVI fees Annual Responsibility Fee: £4,000.00 BVI fees (including corporate Director) Preparation of Financial Statements £1,000.00 Appleby Trust (Isle of Man) Limited Form Type: Ref: Pages: New Business File Note Form 1 Page 4 of 4 Issued by Date New Business Administrator or Senior Manager Recommendations and Comments of the New Business Committee Authorised to proceed: Conditions: Yes/No Follow up required within 1 Yes/No month: Timeframe for follow up if less than 1 month: Approved Sponsoring Partner or Executive Partner: Compliance: Date