Text extracted via OCR from the original document. May contain errors from the scanning process.
EFTA01438419
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 Hyperion Air, LLC
(the"Company"), a Limited Liability Companyduly
formed, in good standing, and existing under the laws of USVI
(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)");
0 Investment Advisory Account(s)
(please select all that apply):
K discretionary
K 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 oonditions 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
and deposits of negotiable instruments, checks or other
EFTA01438420
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.
.7 and
0 Deposit Account(s)
K 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 Authorized Signer named beiow is an entity and not a natural person.
attach an
ion:
Jeffrey Epstein
Print Name
Authorized (select one): Individually
Title
signature
K Jointly with
Other
K Check only if the above Authorized Signer is authorized to grant powers
enumerated in these Corporate Resolutions UUSerift.
EFTA01438421
m5^
^nature
Darren Indyke
Print Name
Authorized (select one): 0 Individually
Title
G Jointly with
0 Other
G Check only if the above Authorized Signer is authorized to grant powers
enumerated in these Corporate Resolutions to agents.
Signature
Print Name
Authorized (select one): G Individually G Jointly with
K Other
G Check only if the above Authorized Signer is authorized to grant powers
enumerated in these Corporate Resolutions to agents.
Title
Title
Print Name
Authorized (select one): Q Individually G Jointly with
Q Other
G Check only if the above Authorized Signer is authorized to grant powers
enumerated in these Corporate Resolutions to agents.
Signature
2. The above Corporate Resolutions are in full force and effect and have not
been modified or amended since the date shown below.
3. The Bank may rely conclusively on the instructions of the Authorized
Signer(s) in every 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 other than the Corporation has any interest in Account(s) opened
and maintained in the name of the Corporation.
5. The titles and names of the Authorized Signer(s) appearing above, whose
signatures appear above or on any attached signatory list, are
true, correct and genuine.
The authorities previously granted to any Authorized Signer not named herein
are hereby revoked.
TEed my signature and affixed the seal of
Corporate Seal (if required)
In witness whereof, on th^<law shown beibw(, I have
the Corporation (if require)
If no seal is provided, the
Corporation is representing
that no seal is required.
Signature:
Print Name and Tide: Jeffrey Epstein
Data of this Certificate of Corporate Resolutions.
[Fill In date - this document Is not valid If date Is left blank]
EFTA01438422
**lf the Secretary or other authorized officer or director is one of the
Authorized Signers named
above, this Certificate of Corporate Resolutions must be confirmed below by
another officer or
director of the Corporation who is not designated an Authorized Signer above
unless the
Authorized Signers are the only officers or directors of the Corporation.
(ktnfirmation Signature:
Print Name and Title:
11-PWMK)893 (11/11)
009700.112111
2
EFTA01438423