EFTA01393054.pdf

WHEREAS, it is intended that the hterger. effeetinted.upixt; in accordance with, and subject to, the 'provisions' of an Agreeinent and Plan of Merger in'the forin annexed as Exhibit "A" hereto, which has also been approved lay the Board of Directors of FTC and its sole shareholder (the Naga .Agreeinent"); WHEREAS, in connection with the Merger. and pursuant to the .proiisions of the Merger Agmement, Epstein is to surrender for cancellatioirteit thousand (10,000)' shares of the' ommon Stock' f FTC, representing all of the issued and ontatanding shuts 'of FTC's Cotismon Stock and all of such issued and. outstanding shala held by.F.psteliiarin in (tone:la-Aliaof FTC's merger with' nd into SF; the Wholly owned subsitharyof the Corporation,,' the nansfei df 4.of FTC's assets to0' by operation of law as a result di' nielabierger, theCorp0ratteits is to-issue s additional ten thouSand (16,0* shams of iu Common Stock, $.01 pat value (the."Compicin 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 Corporation and of Epstein, as the sole shareholder of the Corporation, that the Merger be conaturimated .upon, in accordance with, and subject to the provisions of the Mina Agreement, and that in connection therewith, the Corp0nition issue the Additional Shares to Epstein; NOW THEREFORE BRITT RESOLVED, that, after consummation by Fit of its issuance to Epstein of the Jeepas Inters:at, the Merger, upon, in accordance with, and subject to, the terms and conditions of the Mager Agreement, be and it is hereby authorized andapproved. • . • • • • " . ••• RESOthip; that it 1:11liaaltiad that [ha itittg4i qualify 04 rart-Renter rganination;Icier seinen 3613(s)(0(A) of the Internal Revenue Code; •RESOLVED, that the.fonn andprovisions of the Maget Agtottnerit, be and they hereby are adopted and approved; ' • . ' . RESOLI.RIN in Conneesion*iik the Mager and parsuant to the prcivilinni of the Mager . • Agree:Mint; thettPorationimue the Additional. to JE. . . RESOLVER, that, the President of.the COrporatiombe, and he; hereby is, authorised,empowered and directed, foiand, on behalf of the Corporation, to execute and delivee the Merger Agreement, and to . execute and Me witlitthe Office;of the lieutenant Ggv.4mor of the tjnited Statcs Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being compliant with the requirements Of GCL andat:cellar, orappropriate in order to effectuate Mager in accordance with the provisions of the Merger Agreement; and • " • • • • • RESOLVED, that the officers vile Coineration.bekand each of theth hereby is,.authotized; empowered and directed, fciF.apd ombebilf of the Corporation, to execute and deliver all such;agreements, documents and instraments, to pay. all such' osts, fees and caimans; and take all such.other action as arch officer deems.necesitity or athririb1e in order :to consummate the Merritt accordance with the, provisions of the Metgei Agreethenc ;: • • • CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0098421 CONFIDENTIAL SDNY_GM_00244805 EFTA01393054