EFTA01388045.pdf

Corporation until the next meeting'of ditectors of Me•Corporation immediately following the next annual meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified: Jeffrey Epstein, President Darren lndyke, Vice President and Secretary Richard Kahn, Treasurer . And it is further RESOLVED, that the officers of the Corporation be, and each of thernberby is authorized, empowered arid directed to produce allbooks of account, stock books and other.materials and.supplies necessary or appropriate in connection.with maintaining the records and conducting the business of the . Corporation, and to pay all costs and;expeosestand to make full reimbursement for all expenditures made in connection with the organization of the Corporation; andit is further RESOLVED, that the specimen of stock certificate io evidence shares of the Coin . Mon Stock, par value of .01 (the "Common Stockly of the Corporation 'in the form submitted to the undersigned, Which is to be filed with thiS Consent, be •and the same hereby is, approved and:adopted, and.the President, :the Vice. • • President, the Secretary and/Or any other. officers authorized by the, By-laws of the Corporation be,. and • each of them hereby is, authorized to issue certificates in suck•.forM for• shares of fully paid and non- . assessable Common Stock when the issuance 'thereof is duly authorized by. the Board of DirectorS61 the Corporation; and it is further • . „ • ' RESOLVED; that the Corporation seeerthe subscription ofieffity E. Epstein foi:10,000 shares . of Common Stock, upon the terms:and:conditions contained in the subscripiion igreement, dated as of . •• November 18, 2611 of Jeffrey S. Epstein, a copy Of:Which shall be filed with the officiatrecords of the • Corporation; and it is further . • .. RESOLVED, that the Vice President and the Treasorer Of the Corporation be, and each .of them .hereby is, authorized and directed to issue, on behalf of. the C0rhoration, to Jeffrey E F.pstein, a certifiCate for 10,000 shares of the Cominon &Oa; and ii is Cunha • • RESOLVED, that all of the 10,000 shares of the Common Stock as authorized for issuance by, the immediately pmcidingresolution shill be in all respects, when issued as aforesaid, validly issued, folly paid' . and non-assessable; and it is further RESOLVED, that:the seal,. an.impreisidn rif Which appears in the margin, of this. Consent, be, and. the same hereby is adopted as the seal of the Corporad0n; and it is further • . RESOLVED, that the corporate:reegid bookind*e stock transfer letter.Th ereof, be and each of. the. same hereby is, adopted as the record beiok and stock transfer ledger, respectively, of the Corporation; .aad it is further : : ' : . • • 7 • • .• . • RESOLVED, that,: with reject to the opening, maintaining and Closing of brink accounts of the CorPotation, the 'President; any Viee•Preaident,the Treasurer and the Secretary ;of the Corporation; bei and each of them hereby is, authorized as follows: CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0091379 CONFIDENTIAL SDNY_GM_00237563 EFTA01388045