EFTA Document EFTA01355891

CONSENT OF THE BOARD OF DIRECTORS. OF . SOUTHERN TRUST COMPANY INC. The usidasignect being all of the DirectOri ofStmithem Trust Company, Inc., a US..Virgin Islands Corporation ("dm Corporation.), berth', certify that ille•r9licavipg resolutions were unanimously adopted and entered into by the Baud of Directors on the 19* day of March 2013. 'WITNESSETH: WHEREAS; the COiporation is a corporation organized and existing under the saws of the US.; WHEREAS, the BO:1i'd of riinctois as of the date Oithiatiinserit ate as 4)1104 Jefite39*Pettin Darren K Intim Richard Kahn WHEREAS, the tokdetsigOeck beinga}9I !be, tlireekool.0 the Corporation, consent to the talting of .• the following actions in Iten of a meeting. of the .Board.:of Directors -in .atcoidatiCe. with the. General Corporation Law of the United States Viigin Islands (the "Gal . and waive any Donee to be given with. hetas:tint:pursuant tot& Gc4.4: . • . • WHEREAStfinanciti Trust Company, Inc., . 2o:wpm:Rama organiied and Waring cadet the kW, of she united s tates Virgin blinds' (ITC), is the sole a e.ospoiat ozi orgass • and.existing under the laws of the United States Virgin Wands neepersn), which has 'elected. to be taxed as a qualified lutrelavt4S subilthary;,:.. . • :; • • • • . • .. WHEREAS, the Bbard • of .DinCtors oilTtrietemitied that it• is M the best interests's:1E the. : Corporation iod rhisriholaccieffroy a F444 ClEpstelth, to ttansfet And Aiseaute to Epstein all . of the issued and outstanding sharei of Jeepers, free had clear of all hens,- clahni and 'encumbrances (the "Jeeps' Intoi""),•slich that EpsteMsball become theaole-shireholdee ofjeeptAIN . WHEREACEpstein is alsc; the sole shareholder Of,Cotporationi: WHEREAS, the Corporation is the sole rnomber of Southern FinanCial, a United States Vitgin1slandslikpited liability Company organized on February 25; 2013 ("Sr);:•and • • WHEREAS,:die Board of.Directors. of FTC has atteavi,aed that it is in the hOtintentsts of FTC • and its-sole shareholder to mdge.FTC into SFrupdo die tontbletion pt which _merger,SEsisidl be: the . . surviving entity of said merger (the. ',lessee); CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0041189 CONFIDENTIAL SDNY_GM_00187373 EFTA01355891