Epstein Secrets

elected and acting (the "Corporation') hereby certify that: 1,N-40 1341k 4 (21 (11 The following resolutions were adopted by unanimous consent of the Board of Directors of the Corporation on the of Tom(/ . at, 13 Rees: Act. 1— RESOLVED, that any persons designated by the day of the Corporation are authorized on be

he Corporation during the 'period from November 18, 2011 throughithe date of this Consent, including, but not limited to, filing the'Certificate of Incorporation of the Corporation and adopting the initial By. lAws of the CoMoration, ber and each oldie . same hereby is, in all respects, ratified, adopted and approved; and at i

an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional 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

the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is

an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional 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

the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is

an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional 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

the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is

an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional 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

the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved; and it is

nt Number: . the duty defied and acting (the "Corporation, hereby certify that: (1) The follow:xi resolutions were adopted by unanimous consent of the Board of Directors of the Corporation on the day of T.A1 . c)-o13 : RESOLVED. that any wean designated by the Pres of the Corporation we authorized on behalf of

the Corporation during the period from November 18, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of, the same hereby is, an all respects, ratified, adOpted and approved; and n is

horized to issue certificates in such form for shares of fully paid and non-assessable Common Stock when the issuance thereof is duly authorized by the Board of Directors of the Corporation. RESOLVED, that the Corporation accept the subscription of Jeffrey E. Epstein for 100 shares of the Common Stock, upon the terms a

of the Corporation during the period from July 18, 1991 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved. RESOLVED