iece., and am well would cow to le the bowie free time to tine? 15 A. That 'a cox rect Id O. Md I think you testified In response to 17 Mr. Mager's queatioas today, is that the only female IS that you understood that Can to the house Outing the It time that you were the house asnager who yo

nto SF, the wholly. owned subsidiary of the Corporation, and the tranifa of ail 'of Fr C's assets to SF by operation of law as 1. • result of such Mager, the Corporation is to issue an additional ten thousand (10,000). shares of its Common Stock, till par value (the "Comnion Stock!) to Epstein (the"A

Additional Shares to Epstein; NOW THEREFORE BE IT: RESOLVED, that, after consummation by Fit of its issuance to EPstein of the Jeepeis Intera; the Mager, upon, in accordance with, andsubject to, the, terms and.conditions of the Merger Agreement, be and it is hereby autheirized.and•approved. RESOLVED

VED, that die.form anclprovisions of the Merget Agtennent, be and they hereby are adopted and approved; . • . ' . RESOLVED, in Connection:With the Mager and parsuint to the proiniMOS of 'die Mager • Agrewient; the.toiporetion issue dieAdditional:Shama to JE. • ' • . • • . RESOLVER, that, the Pre

re cash hots mede reason:GU estimates about =event future market 000C/bOns Ve4,0t043 based on other =deb a deereMassurrgbons may cued careen:results Mager expresslydadarns any =eons Unty (1)the acasacy a the =dots or sotunates used in dermoy Me yakmaons, (2) any errors a emostens n computng cr cAsserr

o 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) CONFIDENTIAL DB-SDNY-009

of FTC and sole shittistidegfbe4fenyerAgreernale); ' - : • . ORSA.% in ccinneasti with the' Merles.. antl -puistsani ea' i the 4Miiiieits of the Mager .: • Agreement; Epstein is to suaenda for captained ten thermal. (10,066) shares of the Common Stock of • FTC, representing aU of Slanted and tott

erger Agreement, and•it is hereby authorised and•appfoved• • H • • • • • • • . • • . •. .. . . • RESOLVED, that it isintentied that the Mager qualify as a tax-freetiorgaThination under section 368(a)(1)(A) of the Internal Revenue Code; . ' . • . . . RESOLVED, that the form and provisio

VED, that the.fonn andprovisions of the Maget Agtottnerit, be and they hereby are adopted and approved; ' • . ' . RESOLI.RIN in Conneesion*iik the Mager and parsuant to the prcivilinni of the Mager . • Agree:Mint; thettPorationimue the Additional. to JE. . . RESOLVER, that, the President of.the

der sots chst tuba a sherehadaserv.ce.s to JPMagen Funds. Amacan Century Funds. a funds estseashed sponsaed sinned a managed by Its.0 oases. ant the Mager, Crones may be conmesale0 b such senates Eirplanallen Of 'INC; RUM'S: JAWapan uses the raplorang retvc system Oyetweapht Coma the ne..t se to twe

September 2011 Dear Thank you for attending an interview at Chrtmes Education. I am delighted to inform you that you have been accepted on to the Mager's programme. leading to a MLitt in An, Style and Mingo, commencing on 29 September 2011. Attached to that letter you win And infomution about how t

17:21 33:12,18,1934:3,6 25:21,23 35:9 known 21:4 32.14 long 31:17 37:14 minimum 17:3 25:3 34:10 36:19 37:11 36:15 39:25 40:3 knows 11:3 132 Mager 20:7 37:2 43:1,6,16 issuing 22:20 39:19 look 12:14 18:6 minimums 24:25 non-225524:4,6 Le41:1 L 36:16 minors 20:7 normal 30:4 39:13 Zack 4

cleled co damn:tons pram* Ism died to you. aid rite~ to you prompt on Maur Shorty/ding it you ate engaged in short trig a warty. you mar ra t a Mager , to ran harmer costs la that paloulat wanty Open rain M92409 Open co tgoodailtonceiled• orders that YOKO not dreaded byte Parent re, open buy rd

) of the Member% if Company a rremter-managed, or the signaure(s) of the Officer(s) if Company S governed by a board of treaters. NOTE: In case the Mager, Member, or Officer is authorized Very laity yaws to sign by the above provisions, this Agreement should- be signed by a second Manatee, Watt, M