EFTA01431968.pdf

EFTA01431968 Deutsche Bank Private Wealth Management For Bank Use Only Account Number(s): Certificate of Limited Liability Company Resolutions in favor of Deutsche Bank Trust Company Americas The undersigned (the "Undersigned") hereby certifies that: I. (a) the Undersigned is the duly appointed manager, member or officer duly authorized to (i) certify as to the Limited Liability Company resolutions or consents ("LLC Resolutions") of the member(s) (the "Member(s)") and (ii) to keep the records of Neptune, LLC (the "Company"), a Limited Liability Company duly formed, in good standing, and existing under the laws of Delaware and (b) the following is a true copy of the LLC Resolutions of the Member(s), duly adopted in accordance with applicable law and governing formation documents with respect to the account type(s) indicated below ("Account(s)"): ❑ Investment Advisory Account(s) (please select all that apply): D discretionary D non-discretionary "RESOLVED, that it is desirable and in the best interests of the Company, and the Company is authorized, to designate Deutsche Bank Trust Company Americas (the "Bank") as depositary, custodian or investment advisor, as applicable, for such property as designated by the Company from time to time, and to open and maintain Account(s) with the Bank. RESOLVED, that the Company be bound by the terms and conditions set forth in any agreement or contract governing Account(s) (the "Account Agreement(s)") and any other document relating to products or services provided in connection with Account(s), as revised and/or amended from time to time (collectively, the "Agreements"). RESOLVED, that the managers, members, officers, employees and/or agents of the Company (the "Authorized Signer(s)") whose names, titles and signatures appear below, as amended from time to time by the Company, are hereby authorized and directed, for and on behalf of the Company, to open, maintain, manage or close Account(s), to execute the Agreements, and to exercise and direct the exercise of all duties, rights and powers, and to take all actions necessary or appropriate in connection with the opening, maintenance, management or closing of Account(s) in the name of the Company, pursuant to the terms and conditions specified in the Agreements, and any applicable laws, rules and regulations. The Bank is authorized to accept instructions from the Authorized Signer(s) in connection with Account(s), including, but not limited to, endorsements EFTA01431969 and deposits of negotiable instruments, checks or other orders for the payment of money, and instructions to deposit, withdraw, transfer, deliver or assign assets in Account(s), sell any assets in Account(s), including but not limited to assets listed as "held elsewhere," buy any assets for Account(s) and retain the services of an advisor, including the Bank, consultant or broker/dealer to manage all or part of assets in Account(s), all on such terms as the Authorized Signer(s) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signer(s) have been properly taken or given pursuant to authority vested in such Authorized Signer(s) and the Company shall indemnify and hold the Bank harmless from all claims, liabilities, losses, costs, expenses (including attorneys' fees) related to or arising from any action or inaction by any such Authorized Signer(s). RESOLVED, that the omission from these LLC Resolutions of any document, arrangement or action to be taken in accordance with the Account(s) or the Agreements shall in no manner derogate from the authority of the Authorized Signer(s) to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate or carry out the transactions contemplated by the foregoing Company Resolutions. 0 Deposit Account(s) 0 Custody Account(s) RESOLVED, that all actions taken and expenses incurred heretofore by the Authorized Signer(s) in connection with the Account(s) or the Agreements are hereby ratified, approved and confirmed in all respects. RESOLVED, that if indicated below, the Authorized Signer(s) is/are authorized to delegate any and all of the powers enumerated in these LLC Resolutions in connection with the Account(s) to such person(s) as the Authorized Signer(s) may elect. Such delegation shall be made via the execution of the form of Appointment of Agent(s) annexed hereto as Exhibit A." 12-PWM-0180 (03/12) 010760.030612 1 AUTHORIZED SIGNER(S): if any Authori;" Signer named below is an entity and not a natural perecMt, piM"r""ch an Aut Jeffrey Epstein Print Name Authorized (select one); 03 Indlwduaily Q Jointly with 0 Other 0 Check only if the above /iUjthorized Signer is authorize to grant powere enumwated in these LIjC Resolutions to agents. ^nature Title Signature QV ^ Darren Indyke Title EFTA01431970 Print Name Auti^orized (select one): iZI Individually 0 Jointiy with 0 Other D Check only if the above Authorized Signer is autitorized to grant powers enumerated in these LLC Resdutions to agents. Signature Title Print Name Aithorized (sdect one): D IndMdually D Jointly vwth D Otow, D Check only if the above Authorized Signer is authorized to grant powers enumerated In LLC Resolutions to agents. A/r r Signratum Title D Jointly write Print Name Authorized (select one): D Oteer 0 Check only if the above Authorized Signer is authorized to grant powers enumerated in teese UX Resolutions to agents. El^lndividually 2. The above LL£ Resolutions are in full ftwce and effect and have not been modified or amwided since the date showm below. 3. The Bank may rely conclust\^y on the instructions of the Authorized Signer(s) in e\tery respect unless or until the Bank receives written notification of the revocation and has had reasonable time to act on such notice. 4. No one oteer than the Company has any interest in Accounts) opened and maintained in the name of the Company. 5. The tities and names of tee ^^horized Sgner(s) appearing abow, whose signatures appear abo\e or on any attached signatt)ry list, are true, correct and genuine. The authorities previously granted to any Auteoriired Signer not named herein are hereby revoked. subscaibed my sianatore. In witn^s wteareof, prftee date ^lovsm bao' Signatiire: Print Name and Title: Jeffrey Epstein Date of tttis Certificate of LLC Resolutions:. {Fill In dau - this dootment Is not valid if date Is left blank] **ff the manager, member or other auteorized officer is one of the Auteorized Signers named above, this Certificate of LLC Resolutions EFTA01431971 must be confirmed below by anotesr manager, member or officer of the Company »teo is not designated an Authorired Signer above unless the Auteorized Signos are the only members of tee Company. Confirmation Signature: Print Name and Titie: 12-PWM-0180 (03112) 010760.03C»12 2 EFTA01431972