EFTA01390473.pdf

WHEREAS, it is untended tbatd a Merger be e ffectuaterfupon,. in acCotdance with; and subject to; • • theiptos;hkons of an Agreement and Plan; of Merger in the form annexed "A"' hereto, which has also• beer • approved by the Board i3ebirettorrof FTC and its sole.siiirelitildel:Olie'luirger Agreement"; . • . • • . WHEREAS, • • connection , with the Merges .andipurstiant .' ta 5 the Of the Metget Agreemaat, Epstein is to surrender for cancellation ten thiinsand:(10,0* shares of the Common Stock of FTC, representing all of the laved and outstindng.sharet-OfFTC's Coitimon:Stricit and all of such ishied and outstanding. Shares held by Epstein,. and in consideration of FTC's ritergawidvind into SP,: the wholly owned sulas-Ldiary of the Corporation; and the tianiftt of all of ncs attack/Why °Petition of lee/ as a' • result of such Merger; the Corporation is, to issue an additional ten thousand 00;090? than;of its Common &Oa, • •. $.0.1paethie (thetanison • ••••• Stock') to Epstein (t*.Sili,itiOnFi Slianiej; • • •• • • • WHEREAS, the BOathof Directoriltof the corp.:nation :haat der:eiaiiiited drat ifrls.-both .athiStble and in the bestinterests of the Corporation and of Epstein, as the sole shareholder of the Corporation, that the Merger be consummated upon, accordance withi•tnd .subject. to the peovishans of the Merger Agreement, and that in connection therewith,'the Corporatiatissue the Additional Shares to Epstein; NOW THEREFORE BE IT: . , RESOLVED, thai, after consummation by FTC of its issuance:to Epstein of the )eepenititerest,. ••• the Merger, upon, in accordance with, and subject to, the terms anct*ilitioni of the Merger Agreement, be • . . . and it ilhereby authorized and approve& ;.• . • • RESOLVED, that it is intended, that the Merger cialify as a tax-free reorganization underiliaso 36ca)(1)(A) of the Internal Revenue Code; . • • :•• • ag,sor,,y0b; that the forth and provisions of/die:Merger Agteeospdtihe and they Wezeby are adopted airdapprth:e4.• • • • • • .RES014VED; m connection With the Merger and pinsuanr to thepthiiiiorts of Merger • Agreement, the- dolidation•iisne the Additional Shares mit • • . . •• . . RESOLVED, that; the President of•the Corporation be, and he.haehy is, authotinid, empowered .and direcfrd, for and on belitiCofilie Corporacion,meeeinearid.4eliYerAkTma0481‘00'4:206 to execute and file with the Office of. the Lieutenant Gtheinar of theUnited Seatel Virgin Island! Articles of Merger in form and substance that has been .ippnaved:by legal counsel to the Corporation being compliant with-the thipiltenierits'Of the GC.L and n' ecessary or appropriate in order to effectuate Merger in ••: MergetAgreeMent; and accordanee with the provisiOns •of the. . • • RESOLVED, that the Offtais of theCorporation be, and each of them hereby is,•authorized, • enipOwetedandditicied, for and CMbehalf ofthe CaporaiiOn, toexecuteWaddell* ill:stich agiernientsi: documents and iiistiuments, to pay all such costs,. fees'•and expenses,and take all siith other action as such • officer dienineetality or idivisable in order Mconsuituna te the Mager in accordance with the: tovisiont • of theMerget Agtheinait. , •• . CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094984 CONFIDENTIAL SDNY_GM_00241188 EFTA01390473