EFTA01355892.pdf

*MESAS, it is intended that the hterger. boeffeotitated.upon, in accordance with, and subject to, the 'provisions' of an Agteeinent and Plan of Merger int the font annexed as Exhibit "A" hereto, which has also been approved lay the Board of Directors of FTC and its sole shareholder (the (Merger .Agreeinent"); WHEREAS, in connection with the Merger. and pursuant to the .proiisions of the Merger Agreement, Epstein is to surrender for cancellatioir ten thousand (10,000)' shares of the' ommon Stock' f FTC, representing all of the issued and omatanding shams 'of FTC's Consmon Stock and all of such issued and. outstanding shalei held by.Epsteliiarin in consideration of FTC's merger with' nd into SF; the Wholly owned subsidiary of the Corporation,,' the nensfei tJf 41of FTC's aisets to0' by opetation of law as e result di' siieliMerger, the'CorpOratthe is to-issue s additional ten thouSand. (16,0* shams of its Common Stock, 8.01 pat value (theCompicin Stock") to Epitein (theAdditional Shares';. . . • WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corpotation and of Epstein, as the sole shareholder of the Corporation, that the Merger be conatunmated .upou, in accordance with, and subject to the provisions of the Mar Agreement, end that in connection therewith, the Corporation issue the Additional Shares to Epstein; NOW THEREFORE BE lit RESOLVED, that, after consummation by Fit of us issuance to Epitein of the Jeepeis Inters:at, the Merger, upon, in accordance with, and subject to, the tens and conditions of the Merger Agreement, be .. and it is hereby authorized and approved. • . . • • • • " . ••• RESOLVED, that it 1:111Mnitied that the.Metgei qualify 0,5 titx-freerebrganitation Maier scents 3613(a)(I)(A) of the Internal Revenue Code; •RESOLVED, that die.form anclprovisions of the Merget Agtennent, be and they hereby are adopted and approved; . • . ' . RESOLVED, in Connection:With the Mager and parsuint to the proiniMOS of 'die Mager • Agrewient; the.toiporetion issue dieAdditional:Shama to JE. . •• ' • •. RESOLVER, that, the President of the .0Orporatimbe, and he;hereby is, nithoriied; empovieted • . and *acted, foiand, on behalf of the Corporation, to execute and delivee the Merger Agreement, and to . execute and Me with*,the Office:of the lieutenant Grw.iimorS the UnitAid Statcs Vitgin Islands Articles of Merges in form and substance that has been approved by legal counsel to the Corporation as being compliant with the requirements Of GCL and;accessary orappropiiate in order to effectuate Main in accordance with the provisions of the Merger Agreement; and • " • ,, ,. • • • RESOLVED, that the officers of the Corporation beeand each of them hereby is,. authorized; empoWMed and directed, fot:and ombehelf of the Corporation, to execute and deliver all such:agreements, documents and instruments, to pay. all such tests, fees and expenses; and take all suchother action as such officer deems necesarny or adviiible in order: o consummate the Merger in accordance with the, provisions c of the Metgei Agreement CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0041190 CONFIDENTIAL SDNY_GM_00187374 EFTA01355892