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ting.under the laws of the United States Virgin islands ("Jeepers!), which has elected to be taxed as a qualified subchapter S subsidiary; WHEREAS, the Board of Directors of, FTC determined that it is in the best interests of the Corporation and its sole shareholder, Jeffrey E. Epstein. ("Epstein'), to transfer and ciist
tion oflaw as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, .3.01 par value (the "Common Stock') to Epstein- (the "Additional Shates'-');* WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the be
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
tion of law as a result of such Merger, the Corporation is to issue 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
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
tion of law as a result of such Merger, the Corporation is to issue 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
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
tion of law as a result of such Merger, the Corporation is to issue 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
Entities connected to both the Board of Directors of and the "Common Stock'

Jeffrey Epstein
PERSONthe Office of the Lieutenant Governor
ORGANIZATION
U.S. Virgin Islands
LOCATIONDarren Indyke
PERSONSouthern Trust Company
ORGANIZATION
Richard Kahn
PERSON
Financial Trust Company
ORGANIZATION
Les Wexner
PERSONDivision of Corporation
ORGANIZATIONMager
PERSONDeutsche Bank Securities Inc.
ORGANIZATION