EFTA01390521.pdf

...tc..011SOLAOOT1 until the next meeting of directors of the;C:orpoiation immediately followititA*Oeteettanual •i Ineedrieof the stockholders of the Corporation and until his successor shall have been?pfyl'ettet‘ilindshafl Jeffrey Epsterfi, President Darren Indyke; Vice Presidersiand Secretary Richit;edICathti, treasurer . • Audit laurther RESOLVED, that the offiesh:Oftietowdration be, and each of them hereby; is authorizeil,. . ..• :empowered and directed to produce.aaboOkS.Of account, ,rock books and 0therskiatiarials and stipp4s. ... • ••- iiic • • I. es ‘a ry • .. 14ntaining the re4ords and conducting'ate busineSS'Ofrlie or appropriate in conneCtietti ...O4 CIMPOMtion, and pay all costs and'eiximites and co make-full reirribursement for all expenditures made in .. .conneetion withthe organization of Me:Corporation; and it is furifiet . `RESOLVED; that the speciMen of stock certificate to evidence shares of the Corim:in Stock,-par value of :01 (the "Common Stock"),of the Corporation in the form ihe:unticisigneti; whsefria. to fie tiled *di Ibis Consent, be aiitt.thc,sanie dicrehy.ls, ipprovedand aelopre4;. and the Piesidegf,tthe Vice ,Praidttik...01e:Seeteraii.04,/mi.arit.!other officers authorized:by the By-lawi of the. Corporation be, and each • to issue certificates • • of thitpi;hereby is, authorized- such form for shares' of fully paid and non- jakssapc.gcalataiers•Stock when the issuance thereof is duly authorized by the Bond of Directors of the Corpriaticitrimetit is.further < • ... R,0401.*Iiiii that the Corporation accept the subscription of Jcffrq E.Epstein for 10000 'shard r4 . Upon the terms and conditions contained to the subscriptioh ageeettiene., dated as of of •Colitititiet Stiit4; Poyetht?es:41?4401:i :of 3thrcy E Epstein, a copy of Which Shall .be 514d-with the officfal records of the . CorpoiationfAnd4tis further • • RESOLVEbilhat the Vice President and the Treasurer of the Cescp0ration be atid•eack of them heieby ditectidito issbe, on behalf of the Corporation-,.to Jeffrey• P . EpOOri, a certificate for 10,000 Alija:cif:dieCommon Stock, andit is further : • •. RE.SOLVeAshat all of tae 10,000 shares of the CoMmon Stock as authorized fo't issuance by the .., immediately preceding resolution shill be all respects, when issued is aforesaid, validly issued, fully paid T. `.and non-assessabk; arid it is further • 4 RESOLVED, that tlie'issial‘itsiall?gisai9:it9PWilich 200.1144“tilt tlAgkit oftNistoket4iit, be, and the same hereby is adoptidas the seal of the,Coepotatien; and it is fittiftex-' ' RESOLVED, that the corporate record book 'nd the stoektiarisfer !eager thereof; ,liehikid'each of • the nine heceby is, adopted as the record book and stock transferttger;Sespecuvely, of the Corporation; • • and it is further RESOLVED, that, with respect to the opening; maintaining and .tIO;ing of bank accounts,of the Corporation, the President, any Viecyrisideniti the Pisparer and. t)ie pectetaik.91 the Corporation, be, and each of them hereby is, authorized al . . •• ••• 1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095038 CONFIDENTIAL SDNY_GM_00241222 EFTA01390521