EFTA01221635.pdf

FINANCIAL TRUST COMPANY, INC. Unanimous Consent of Directors In Lieu of Meeting The undersigned, being all of the directors of Financial Trust Company, Inc., a Virgin Islands corporation (the "Corporation"), do 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 Corporation open account relationship with Valartis Bank AG, Switzerland (the "Bank"), under the account designation Financial Trust Company, Inc. RESOLVED, that the Corporation is in agreement with the Bank's account opening application form for legal entities, the Bank's General Business Conditions, Safe Custody Regulations and Regulations Governing Metal Accounts, the Specimen Signature Card as it will be completed by the Corporation and filed with the Bank and all other additional agreements and conditions which shall, on behalf of the Corporation, be conduded or agreed to from time to time by the officers of the Corporation. RESOLVED, that Darren IC lndyke and Jeffrey E. Epstein, acting singly, shall be authorized to agree upon, sign and executed on behalf of the Corporation, without any limitation, all agreements and documents which they will consider necessary or useful for entering into the account relationship with the Bank or for the operation of the account with the Bank, and to give any instructions to the Bank and to carry out all kinds of transactions, to borrow, to withdraw and to pledge any assets by way of security, to grant powers of attorney and to appoint attorneys-in- fact, and to agree to and sign and execute on behalf of the Corporation any later changes or amendments thereto. RESOLVED, that notwithstanding any differing entries in the commercial register or any other publications or notwithstanding any grounds of legal extinction, the authority to sign on behalf of the Corporation shall remain valid until the Bank shall have received a written revocation with respect thereto from the President, the Vice President, the Secretary or the Treasurer of the Corporation. RESOLVED, that the Corporation shall discharge the Bank, on the Bank's first demand, of and from any obligation or liability that the Bank may have incurred towards any third party in fulfillment of any instructions given to it in accordance with the Specimen Signature Card by any authorized signatory, including, without limitation, Darren IC lndyke or Jeffrey E. Epstein, acting singly. RESOLVED, that the Secretary of the Corporation is authorized and directed, by her sole signature, to issue to the Bank confirmation of these resolutions and to confirm to the Bank that these resolutions are in full conformity with the applicable EFTA01221635 laws and regulations and the Articles of Incorporation and By-Laws of the Corporation and the organization rules and regulations of or pertaining to the Corporation. Dated as of March 17, 2010 Cecile deJongh Jeanne Brennan EFTA01221636  valartisbankf Confirmation of Corporate Resolution Name / Title of Account: a land,,,, Trosttouri,rhi„. Account number: The undersigned, Otte: 1 e_ ao.-.51/1 duly authorised officer (title: Sec -v- 42-'6 tei the «Officer») of cr-1rir> to ridt - CVO vir t..»-c,a . ram e» a corporation duly organised and existing under the laws of OS klivlirt rs4aut (the «Corporation»), herby certify and confirm that a duly called meeting of the board of directors of the Corporation (the «Board of Directors») was held at St•l+oa.as 3 U94I on Maya 0 al which tha follow- ing resolutions were duly passed in accordance with the applicable laws and regula- tions and the articles of association, by-laws and organisational rules and regulations of, or pertaining to, the Corporation: Resolved that: - The Corporation shall open an account relationship with Valartis Bank AG, Swit- zerland (the «Bank»), under the above-referenced designation. - The Corporation is in agreement with the Bank's account opening application form for legal entities, the Bank's General Business Conditions, Safe Custody Regulations and Regulations Governing Metal Accounts, the Specimen Signature Card as it will be completed by the Corporation and filed with the Bank and all other additional agreements and conditions which shall — on behalf of the Corpo- ration — be concluded or agreed to from time to time by the directors or officers of the Corporation. - The persons indicated below (the «Authorised Signatories») shall be authorized to agree upon, sign and execute on behalf of the Corporation, without any limita- tion, all agreements and documents which they will consider necessary or useful for entering into the account relationship with the Bank or for the operation of the account with the Bank, and to give any Instructions to the Bank and to carry out all kinds of transactions, to borrow, to withdraw and to pledge any assets by way of security, to grant powers of attorney and to appoint attorneys-in-fact, and to agree to and sign and execute on behalf of the Corporation any later changes or amendments thereto: VaPertis Bank. AG SihIstrasse 26 8001 Lunch Swizorland Page 1/3 vet wp own, IfW4)Alt EFTA01221637  Name: First name: ):::iarre_to Nationality: Dale of biro: S 19 Fel,tevoi.vj 1S Signing as (title): Signing authority and signature: Accordng to Specimen Signature Card er-e s i ate* Name: First name: Nationally. Date of birth: US tr) te..v.ua(ri KC-3 Signing as (title): Signing authority and signature: According to Specimen Signature Card MovnesA Name: First name: Nationality: Date of birth: Signing as (title): Signing authority and signature: According to Specimen Signature Card Name: First name: Nationality: Dale of birth: SON as (title): Signing authority and signature: According to Specimen Signature Card Valares Sank AG Sihistrasse 24 8001 Zurich Switzerland ter Wry uv.en:ape, EFTA01221638 Further resolved that: - Notwithstanding any differing entries in the commercial register or in any other publications or notwithstanding any grounds of legal extinction. the authority to sign on behalf of the Corporation shall remain valid until the Bank shall have re- ceived a written revocation with respect thereto. - The Corporation shall discharge the Bank, on the Bank's first demand, of any ob- ligation or liability that the Bank may have Incurred towards any third party in ful- filment of any instructions given to it in accordance with the Specimen Signature Card by any Authorised Signatory. - The Officer is authorised and directed, with sole signature, to issue to the Bank this Confirmation and to confirm to the Bank that the resolutions herein mentioned are in full conformity with the applicable laws and regulations and the articles of association, by-laws and organisational rules and regulations of or pertaining to the Corporation. Place and date: Signature of Officer: lAkt „d„ ()ow Seal of the Corporation (If applicable): Valanis Bank AG Sihistrasse 24 8001 Zurich Switzerland Page V3 (eV St 11:074 del EFTA01221639