EFTA01358365.pdf

. • . WHEREAS, it is intended that the Meiget be effectuated upon;in accordance with; and subject t0, • the provisions of an Agreement and Plan of Merger the form annexed as Exhibit "A" hereto, which has also been approved by the Board of DirgtOrs.of FTC.and its sole shareholder (the 44erger Agreement"); , . WHEREAS, in connection with' the Merger and puisttant . to . the provisions of the Merger Agreement, Epstein is to surrender for cancellation ten Monsand: (10,000) shares of the Common Stock of FTC, teptesenting all of the issued and outstanding shares of FTC's COM11104 Stock and of of such issued and outstanding shares held by Epstein, and in'consideratiOn of FTC's. merger with and into SF,•the wholly owned subsidiary of the CorpOration, and the =writ of all of at's assets to SE-by operation of law as a result of such Merger, the Corporation is to issue an additional te' thousand (10,000) shares of its Common Stock, pp par'value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of die Corporation, that the Merger be consummated upon, in : accordance with; and subject. to the provisions of the Merger Agreement, and that in connection therewith, the Corporationissue the Additional Shares to Epstein; NOW THEREFORE BE IT: RESOLVED, that, after consummation by FTC of its issuance to Epstein Oldie Japers:Interest, the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreement, be and it is hereby authorized and approved. RESOLVED, that it is intended that the. Merger citialifif as a tax-freereotginixatien made section 36S(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form and provisions of the:bfergef Agreement;be and they hereby are • adopted and approved; - . . RESOLVED, in connectionith the Mergeiand puisuanyrtio the provisions Of the Merger Agreement, the Cotporation issue the Additional Shares to JE.. • . . . RESOLVED, that; the President of the Corporation be, and he hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to execute anddeliver the Merger.Agreement;:and execute and-611vrith the Office of the Lieutenant Governor of the 'United States Virgin Islands Articles Of Merger inform and substance that has been approved by legal counsel to the COrpoiation as being compliant wiih the reciuirercieiiti of the GCL and necessary or appropriate in order to effectuate Merger in accordance with the provisions of the Merger Agreement. and RESOLVED, that the officers of the Cotporition,be,and each of than hereby is, author:reed, empowered and directed, for and on behalf of the C;o1Poration to execute and-dtlivet all such agreements, documents and instruments; to pay all such costs,:feee;and expenses, and take all such other action as such offieet deems accessary or id*able in order t0Connimmate the Merger in accordance with the provisions of the Merger Agreeinent .• . CONFIDENTIAL - PURSUANT TO FED. R. CRIM P 6(e) DB-SDNY-0045943 CONFIDENTIAL SDNY_GM_00192127 EFTA01358365