Text extracted via OCR from the original document. May contain errors from the scanning process.
EFTA01431968
Deutsche Bank
Private Wealth Management
For Bank Use Only
Account Number(s):
Certificate of Limited Liability Company Resolutions in favor of
Deutsche Bank Trust Company Americas
The undersigned (the "Undersigned") hereby certifies that:
I. (a) the Undersigned is the duly appointed manager, member or officer duly
authorized to (i) certify as to the Limited Liability
Company resolutions or consents ("LLC Resolutions") of the member(s) (the
"Member(s)") and (ii) to keep the records
of Neptune, LLC
(the "Company"), a Limited Liability Company duly
formed, in good standing, and existing under the laws of Delaware
and
(b) the following is a true copy of the LLC Resolutions of the Member(s),
duly adopted in accordance with applicable law and governing
formation documents with respect to the account type(s) indicated below
("Account(s)"):
K Investment Advisory Account(s)
(please select all that apply):
D discretionary
D non-discretionary
"RESOLVED, that it is desirable and in the best interests of the Company,
and the Company is authorized, to designate Deutsche Bank
Trust Company Americas (the "Bank") as depositary, custodian or investment
advisor, as applicable, for such property as designated by
the Company from time to time, and to open and maintain Account(s) with the
Bank.
RESOLVED, that the Company be bound by the terms and conditions set forth in
any agreement or contract governing Account(s) (the
"Account Agreement(s)") and any other document relating to products or
services provided in connection with Account(s), as revised
and/or amended from time to time (collectively, the "Agreements").
RESOLVED, that the managers, members, officers, employees and/or agents of
the Company (the "Authorized Signer(s)") whose
names, titles and signatures appear below, as amended from time to time by
the Company, are hereby authorized and directed,
for and on behalf of the Company, to open, maintain, manage or close
Account(s), to execute the Agreements, and to exercise and
direct the exercise of all duties, rights and powers, and to take all
actions necessary or appropriate in connection with the opening,
maintenance, management or closing of Account(s) in the name of the Company,
pursuant to the terms and conditions specified in the
Agreements, and any applicable laws, rules and regulations. The Bank is
authorized to accept instructions from the Authorized Signer(s)
in connection with Account(s), including, but not limited to, endorsements
EFTA01431969
and deposits of negotiable instruments, checks or other
orders for the payment of money, and instructions to deposit, withdraw,
transfer, deliver or assign assets in Account(s), sell any assets
in Account(s), including but not limited to assets listed as "held
elsewhere," buy any assets for Account(s) and retain the services of an
advisor, including the Bank, consultant or broker/dealer to manage all or
part of assets in Account(s), all on such terms as the Authorized
Signer(s) direct.
RESOLVED, that the Bank may conclusively assume that all actions taken and
instructions given by each of the Authorized Signer(s)
have been properly taken or given pursuant to authority vested in such
Authorized Signer(s) and the Company shall indemnify and hold
the Bank harmless from all claims, liabilities, losses, costs, expenses
(including attorneys' fees) related to or arising from any action or
inaction by any such Authorized Signer(s).
RESOLVED, that the omission from these LLC Resolutions of any document,
arrangement or action to be taken in accordance with the
Account(s) or the Agreements shall in no manner derogate from the authority
of the Authorized Signer(s) to take all actions necessary,
desirable, advisable or appropriate to consummate, effectuate or carry out
the transactions contemplated by the foregoing Company
Resolutions.
0 Deposit Account(s)
0 Custody Account(s)
RESOLVED, that all actions taken and expenses incurred heretofore by the
Authorized Signer(s) in connection with the Account(s) or
the Agreements are hereby ratified, approved and confirmed in all respects.
RESOLVED, that if indicated below, the Authorized Signer(s) is/are
authorized to delegate any and all of the powers enumerated in these
LLC Resolutions in connection with the Account(s) to such person(s) as the
Authorized Signer(s) may elect. Such delegation shall be
made via the execution of the form of Appointment of Agent(s) annexed hereto
as Exhibit A."
12-PWM-0180 (03/12)
010760.030612
1
if any Authori;" Signer named below is an entity and not a natural perecMt,
piM"r""ch an Aut
Jeffrey Epstein
Print Name
Authorized (select one); 03 Indlwduaily Q Jointly with
0 Other
0 Check only if the above /iUjthorized Signer is authorize to grant powere
enumwated in these LIjC Resolutions to agents.
^nature
Title
Signature QV ^
Darren Indyke
Title
EFTA01431970
Print Name
Auti^orized (select one): iZI Individually
0 Jointiy with
0 Other
D Check only if the above Authorized Signer is autitorized to grant powers
enumerated in these LLC Resdutions to agents.
Signature
Title
Print Name
Aithorized (sdect one): D IndMdually D Jointly
vwth
D
Otow,
D Check only if the above Authorized Signer is authorized to grant powers
enumerated In
LLC Resolutions to agents.
A/r
r
Signratum
Title
D Jointly write
Print Name
Authorized (select one):
D Oteer
0 Check only if the above Authorized Signer is authorized to grant powers
enumerated in teese UX Resolutions to agents.
El^lndividually
2. The above LL£ Resolutions are in full ftwce and effect and have not been
modified or amwided since the date showm below.
3. The Bank may rely conclust\^y on the instructions of the Authorized
Signer(s) in e\tery respect unless or until the Bank receives written
notification of the revocation and has had reasonable time to act on such
notice.
4. No one oteer than the Company has any interest in Accounts) opened and
maintained in the name of the Company.
5. The tities and names of tee ^^horized Sgner(s) appearing abow, whose
signatures appear abo\e or on any attached signatt)ry list, are
true, correct and genuine.
The authorities previously granted to any Auteoriired Signer not named
herein are hereby revoked.
subscaibed my sianatore.
In witn^s wteareof, prftee date ^lovsm bao'
Signatiire:
Print Name and Title: Jeffrey Epstein
Date of tttis Certificate of LLC Resolutions:.
{Fill In dau - this dootment Is not valid if date Is left blank]
**ff the manager, member or other auteorized officer is one of the
Auteorized Signers named above, this Certificate of LLC Resolutions
EFTA01431971
must be confirmed below by anotesr manager, member or officer of the Company
»teo is not designated an Authorired Signer
above unless the Auteorized Signos are the only members of tee Company.
Confirmation Signature:
Print Name and Titie:
12-PWM-0180 (03112)
010760.03C»12
2
EFTA01431972