EFTA01355836.pdf

. • . WHEREAS, it is intended that the Merger be effectuated upon;in accordance with; and subject tO, • the provisions of an Agreement and Plan of Merger the form annexed as Exhibit "A" hereto, which has also been approved by the Board of Diretarns.of FTC.and its stile shareholder (the 44erger Agreement"); , . WHEREAS, in connection with' the Merger and puisttant . to . the provisions of the Merger Agreement, Epstein is to surrender for cancellation ten Mousand: (10,000) shares of the Common Stock of FTC, teptesenting all of the issued and outstanding shares of FTC's COM11104 Stock and'all of such issued and outstanding shares held by Epstein, and in'consideratiOn of FTC's. merger with and into SF,•the wholly owned subsidiary of the Corp0ration, and the =mkt of all of at's assets to SE-by operation of law as a. result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, pp par'value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of die Corporation, that the Merger be consummated upon, in:accordance with; and subject. to the provisions of the Merger Agreement, and that in connection therewith, the Corporationissue the Additional Shares to Epstein; NOW THEREFORE BE IT: RESOLVED, that, after consummation by FTC of its issuance to Epstein Oldie Japers:Interest, the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreement, be and it is hereby authorized and approved. RESOLVED, that it is intended that the. Merger qualify as a tax-freereotginixithenimder section 36fi(a)(1)(4) of the Internal Revenue Code; RESOLVED, that the form and provisions of the:bfergef Agreement;be and they hereby are • adopted and approved; - . . RESOLVED, in connectionith the Mergei'and puisuiti:reo the provisions Of the Merger • " Agreement, the Corporation issue the Additional Shares to JE.. • . . . RESOLVED, that; the President of the Corporation be, and he hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to execute anddeliver the Merger .. t‘gteement;:and execute and-611%6th the Office of the Lieutenant Governor of the 'Una States Virgin Islands Articles Merger inform and substance that has been approved by legal counsel to the COrpoiation as being compliant with the rerjuirenieiiti Oldie GCL and necessary or appropriate in order to effectuate Merger in accordance with the provisions of the Merger Agra:tient; and RESOLVED, that the officers of the Corporition,bcand each of than hereby is, authotheed, empowered and directed, for and on behalf of the C;o1Poration to execute and-delivet all such agreetherits, dactimeritt and instruments; to pay all such costs,:feee;and expenses, and take all such other action as such offieet deems neeeilaiy or id*able in order ioConsanmate the Merger in accordance with the provisions of the Merger Agreernent • . . CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0041120 CONFIDENTIAL SDNY_GM_00187304 EFTA01355836