EFTA01355713.pdf

WHEREAS, it is intended that the Merger be effectuated upon, in accordance with, and subject to, the provisions of an Agreement and Plan of Merger, in die foon annexectiaFthibit "A" herettcwhich' has also been approved by the Board of DireCtors of FTC and its sole shareholder (the "Merger Agreement"); WHEREAS, in connection with the Merger /and pursuant to the provisions of the Merger Agreement, Epstein is to Surrender for cancellation ten thousand (19,000) shares of the Common Stock of FTC, representing all of the issued and outstanding shares of FTC's Common Stock and all 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 transfer of ail of FTC's assets to SF by operation oflaw as a result of such Merger,rne Corporation is to issue an additional ten thousand (10,000) shares of its Commen Stock, 5.01 par value (the "Common Stock") to Epstein/ (the "Additional Shates'); WHEREAS, the Board of Directors of the Corporation has deterrnmed that it is both advisible' and in the best interests of the Corporation'and of Epswin,•as the sole shareholder of the 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 Corporation . . issue the Additional Shares.to Epstein; • NOW THEREFORE BE IT: RESOLVED, that, after consummation by FTC of"its issuance to Epstein of the Jeepers 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 qualify as a tax-free reorganization under section 368(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form and, provisions of the Merger Agreement, be and they hereby are adopted and approved; • RESOLVED, in connection with the Merger and pursuant to the provisions of the Merger Agreement, the Corporation issue the Additional Shares TA • RESOLVED, that, the President' of the CorpOratiOn br, and he herebyis; authorized, empowered and directed, for and on behalf of the Corporation, to.execute and deliver the Metker Agreement, and to execute and 61e with the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and stibstance that has peen approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Mergerin accordance with the provisions of the Merger Agreement; and RESOLVED, that the officers of the Corporation be, and each of them hereby is,authotized, empowered and directed, for and on behalf of the Corporation, to execute and deliver albsuch agreements, , documents and instruments, to pay all such cosw, fees and expenses, and take all such other action as such • officer deems necessary or advisable in order to consummate the Merger in accordance with the provisions of the Merger Agreement. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0040971 CONFIDENTIAL SDNY_GM_00187155 EFTA01355713