Corponition undl.the nextrinseting• of diticron of the:Corporation inunedia* folksy/Mg the nest annual mecringOfthi stqdtholderiaf the Corporation and until' his sitteessorxhall'have been duly elected and Mali , • jeffret Epstein, Niels:hitt • :bitten Indyke; Vice. President and Sectetaty Richard. Rahn, Treasurer And it is further • • . ' RESOLVED, that die officers of the CorporatibiZbe; and each of them hereby is authorized, empowered and direct4to produce all books of account. stock books: nd other:material. and:supplies necessary or appropriate in cordite:lion with maintaining;the records and conducting the business of the Corporation, and to ply all costeand expenses`and. to dialcefiillseitritsuminent for all expenditures made in connection with the:organizAticrit of the Corporatiqn; and it is further . • • • : • RESOLVED, that the specimen of stock cadficate io eviclence•shares of ihe Cciinniem St0dc,,par value of .01 (the "Common Stock"), of die Corporation in the forret submitted ro the undersigned, Which is to be filed with diii Cqnsent, bi•arkl. the time hereby is, approved and:adopted; and the President, •the• Vice President, 114 See'reoryinndfoz any .otherrofficers authorized by the:By-laws of :die Corporation ke,:attd each of them heieby is, authorized to issue certificates in such forit for shares of fully paid and non•. assessable CoMmOn St0ck wheny theissatinosthere0f duly authorized by: die Board of DikeettirS4if the • . .Corporation; and it is further . y j : • . . • . ItESQLVI3D, that the Corporation accept the sUbsekiption ofJeffiey•E. Epstein fintlf0,000 shares of Common Stock, upon the terms land:seonditions contained in the subscription : agreement,: dated as of November 18, 2611 of Jeffrey E. Epstein, s copy of:Which shall be filed with the officiarreCords of the • . Corporation;' and iris further • . . • • RESOLVED,.thai The Vice President and the Treasurer of the Corporation be, andteacli.of them: hereby is, authorized and directed to issue, on behalf Of the Corporation, to jeffrey•E. Epstein, a cestifiCate for 10,000 shares of die COsiliMoil Stock; and ii is /nether • . . . . RESOLVED, Martitg of the 10,000 shares:of the Common Stock as authorized for iisuance by the immediately PreoidinfiresautiOni Shill bean ill rakers, when issued; as ifoiesaid,:s!alialfitsiScel, fidlY paid • • . . . , . • .. • • • .. . . • . RESOLVED, thaethe seal; atsirhpreisidn of Which appears in the margin of this. Consent, be, and. :•• • the same hereby is:adopted as the sell the and it is further • . .- ..• . RESOLVED, that the corporatereccekilisciok and the' stock transfer ledger thereof, be and each of the.sime hereby is, v d adopted as the record book and stock transfer /eger, respectively, nition; , . of the Como „ .. . . . . and it is• father . '. , ., . . . . . . ' • • • RESOLVED, that, %VA respect to the opening, maintaining asa dosing of blink 'air.titints of the Corporation, the President, any Vice Presidept„the Treasurer and.theSecretary :of the Corporation; be, and earl of theni hereby is, au rhonzed as follows:. DB-SDNY-0094987 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SDNY_GM_00241171 EFTA01390476