EFTA01387194

Corporation until the next meeting'of directors of ihe•Corporation immediately following the next annual meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified: Jeffrey Epstein, President Darren Indyke, Vice President and Secretary Richard Kahn, Treasurer And it is further RESOLVED, that the officers of the Corporation be, and each of thernheMby is authorized, empowered arid directed to produce allbooks of account, stock books and other:materials aridsupplies necessary or appropriate in connection. with maintain; ng.the records and conducting the business of the . Corporation, and it, pay all costs and;expensestand to make full reimbursement for all expenditures made in connection with the:organization of the Corporation; andit is further RESOLVED, that the specimen of stock certificate io evidence shares of the Colnion Stock, par value of .01 (the "Common Stockly of the Corporation in the form submitted to the undersigned, Which is to be filed with thiS Consent, be •and the same hereby is, approved and:adopted, and.lbe President, :the Vice. • • President, the Secretary and/Or any other. officers aurirorized by the, By-laws of the Corporation be,. and • each of them hereby is, authorized to issue certificates in suck•.forM for• shares of fully paid and non-. assessable Common Stock when the issuance 'thereof is drily authorized by. the Board of Directors of the Corporation; and it is further • . „ • ' RESOLVED; that the Corporation see eprthe subscription ofieffity E. Epstein foi :10,000 shares . of Common Stock, upon the terms:and:conditions contained in the subscripiton 'agreement, dated as of Noveirdier 18, 2011 of Jeffrey'E. Epstein, a copy Of:Which shall be filed with the officiatrecords of the • Corporation; and it is further . • . . RESOLVED, that the Vice President and the Treasurer of the Corporation be, and each .of them .hereby is, authorized and directed to issue, on behalf of the C0rPoration, to Jeffrey E F.pstein, a certifiCate for 10,000 shares of the Cominon Stods; and ii is funkier • • RESOLVED, that all of the 10,000 shares of the Common Stock as authorized for issuance by, the immediately precidingresolution shill be in all respects, when issued as aforesaid,. validly issued, folly paid.. and non-assessable; and it is further RESOLVED, that die seal,.an.impressidnof Which appears in the margin. of this. Consent, be, and. the same hereby is adopted as the seal of the Corporad0n; and it is further • . RESOLVED, that the corporate:record bookind*e stock transfer ledger. thereof be and each of. the. same hereby is, adopted as the record bOok and stock transfer ledger. respectively, of the Corporation; . and it is further : : ' : . • • 7 • • .• . • RESOLVED, that,: with. icapcct to the opening, maintaining and Closing of brink accounts of the . CorPotation, the 'President; any Viee•PreSident, the Treasurer and theSecretary:of the Corporation; bei and each of them hereby is, authorized as follows: CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0089374 CONFIDENTIAL SDNY_GM_00235558 EFTA01387194