EFTA Document EFTA01295226

HYPERION AIR, INC. Written Consent of Sole Director in Lieu of Meeting As of January 2, 2012 THE UNDERSIGNED, being the sole director of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: RESOLVED, that the following persons be, and each of them hereby is, elected and appointed to the office of the Corporation set forth opposite such person's name below, each to serve as such in accordance with the provisions of the by-Laws of the Corporation until the next meeting of directors of the Corporation immediately following the next annual meeting of the stockholders of the Corporation and until his or her successor shall have been duly elected and shall have qualified: Jeffrey E. Epstein President Darren K. lndyke Vice President Richard Kahn Treasurer Darren K. lndyke Secretary RESOLVED, that all persons elected and appointed as officers of the Corporation at any time prior to the date of this Consent, but not elected as officers of the Corporation pursuant to the immediately preceding resolution, be, and each such person hereby is removed from any office of the Corporation to which such person was not elected and appointed pursuant to the immediately preceding resolution. This consent is directed to be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the undersigned has executed this written c s the sole director of Hyperion Air, Inc. as of the date first gbav tten. FREY E. EPSTEIN SDNY_GM_00053988 CONFIDENTIAL - PURSUANT TO FED. R.CON(FIDENTIAL DB-SONY-0016812 EFTA_00 164558 EFTA01295226 CONFIDENTIAL - PURSUANT TO FED 4rn 6 o u, 1NCORPOPATED UNDER THE LAWS OF THE STATE OF DELAWARE TOTAL AUTHORIZED ISSUE 1,500 SHARES PAR VALUE 5.0001 COMMON STOCK This is to Certify diat Jeffrey E. Epstein is One Hundred (100) Aecytacd and teev&- atieddaa deeeted, ia, ..e„„ _rovagekeii. 4,4 ,ru. auk. iota- „„.kuced. Vamenni, 4‘deall4a, Xortotaheip anc/44,,irtairai , lab cl4 aegeteteledlece4O. EFTA01295227 NAME OF STOCKHOLDER 1 PLACE OF RESIDENCE TINE BECAME CANER CERTIFICATES ISSUED FROM WHOM SHARES WERE TRANSFERRED (if Original Inuit Enter As Sun) SDNY_GM_000 990 CONFIDENTIAL - PURSUANT TO FED R.CDAWIDENTIAL DB-SDNY-0016814 EFTA_00164560 EFTA01295228