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

to pay. all such costs, fees and expenses, and take all such other action as such officer deems necessary or advisable in order to consuriunate the Mergerin accordance with the provisions of the Mergei Agreement. CONFIDENTIAL SONY .6M_00.038228 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY

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

, to pay. all such costs, fees and expenses, and take all tech other action as such officer deems necessary or advisable in order to conswiunatc the Mergerin accordance with the provisions . of the Merger Agreement. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) SWARM EFTA_000 19922 EFTA00169649 T

an additional ten thousand (10,000) shares of its Commen Stock, 5.01 par value (the "Common Stock") to Epstein/ (the "Additional Shates'); WHEREAS, the Board of Directors of the Corporation has deterrnmed that it is both advisible' and in the best interests of the Corporation'and of Epswin,•as the sole shareholder of the

approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Mergerin accordance with the provisions of the Merger Agreement; and RESOLVED, that the officers of the Corporation be, and each of them hereby is,authotize

an additional ten thousand (10,000) shares of its Commen Stock, 5.01 par value (the "Common Stock") to Epstein/ (the "Additional Shates'); WHEREAS, the Board of Directors of the Corporation has deterrnmed that it is both advisible' and in the best interests of the Corporation'and of Epswin,•as the sole shareholder of the

approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Mergerin accordance with the provisions of the Merger Agreement; and RESOLVED, that the officers of the Corporation be, and each of them hereby is,authotize