EFTA Document EFTA01295039

MINUTES OF THE FIRST MEETING OF INCORPORATORS MORT, INC. The first meeting of Incorporators of Mort, Inc., a Virgin Islands corporation (the "Corporation"), was held on April 12, 2011, at 2:00 p.m., at the offices of Dudley, Topper and Feuerzeig, Law House, 1000 Frederiksberg Gade, Charlotte Amalie, St. Thomas, U.S. Virgin Islands, as indicated in the written Waiver of Notice and Assent prefixed to the minutes of this meeting. William S. McConnell called the meeting to order and stated the objects thereof. Upon motion duly made, seconded and unanimously carried, William S. McConnell was chosen Chairman of the meeting, and Denise J. Richards as Secretary thereof. The following persons, constituting all of the Incorporators of the Corporation, were present in person: William S. McConnell Denise J. Richards Michelle Connor The Chairman then presented a copy of the Articles of Incorporation of the Corporation, and reported that the original thereof had been filed in the Office of the Lieutenant Governor, Corporate Division, of the Territory of the U.S. Virgin Islands, on the 12th day of April, 2011, and that the filing fee required by law had been paid and receipts obtained therefor. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that a copy of the Corporation's Articles of Incorporation and the Certificate of Incorporation, together with the original receipt showing payment of the filing fee be inserted in the Minute Book of the Corporation. SDNY_GM_00053733 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SDNY-00 16557 EFTA_00I 64308 EFTA01295039 The Chairman presented a proposed form of bylaws for the regulation and management of the affairs of the Corporation, and stated that the same had been prepared in accordance with the instructions of the Incorporators. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the proposed bylaws submitted to the meeting be, and the same are, hereby adopted as and for the bylaws of the Corporation, and that a copy thereof be placed in the Minute Book of the Corporation, directly following the Articles of Incorporation of the Corporation. The Chairman then stated that it was in order to consider electing a Board of Directors of the Corporation. Upon nominations duly made, seconded and unanimously carried, the following persons were elected as Directors of the Corporation, to serve until the first meeting of shareholders and until their successors are elected and qualify: Jeffrey Epstein Darren Indyke Richard Kahn The issuance of the shares of the Corporation was then discussed. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the Board of Directors be, and it hereby is, authorized in its discretion to issue the shares of the Corporation to the full amount or number of shares authorized by the Articles of Incorporation, in such amounts and for such consideration as from time to time shall be determined by the Board of Directors, and as may be permitted by law. SDNY_GM_00053734 CONFIDENTIAL - PURSUANT TO FED. R.cc;)N(F IDENTIAL DB-SDNY-00 16558 EFTA_00 164309 EFTA01295040 There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, it was adjourned. William S. McConnell Chairman of the Meeting Secretary of the Meeting THE UNDERSIGNED, being all the Incorporators of the Corporation, acknowledge that they attended the foregoing meeting without protest of absence of notice and that the foregoing minutes accurately reflect the actions taken at that meetin ATT ST: Denise ards, S c etary William S. McConnell SDNY_GM_00053735 CONFIDENTIAL - PURSUANT TO FED. R.QQN(FIDENTIAL DB-SDNY-00 16559 EFTA 00164310 EFTA01295041