EFTA01431973.pdf

EFTA01431973 Deutsche Bank Private Wealth Management For Bank Use Only Account Number(s): Certificate of Limited Liability Company Resolutions in favor of Deutsche Bank Trust Company Americas The undersigned (the "Undersigned") hereby certifies that: I. (a) the Undersigned is the duly appointed manager, member or officer duly authorized to (i) certify as to the Limited Liability Company resolutions or consents ("LLC Resolutions") of the member(s) (the "Member(s)") and (ii) to keep the records of Neptune, LLC (the "Company"), a Limited Liability Company duly formed, in good standing, and existing under the laws of Delaware and (b) the following is a true copy of the LLC Resolutions of the Member(s), duly adopted In accordance with applicable law and governing formation documents with respect to the account type(s) indicated below ("Account(s)"): 0 Deposit Account(s) ❑ Custody Account(s) D Investment Advisory Account(s) (please select all that apply): ❑ discretionary D non-discretionary "RESOLVED, that it is desirable and in the best interests of the Company, and the Company is authorized, to designate Deutsche Bank Trust Company Americas (the "Bank") as depositary, custodian or investment advisor, as applicable, for such property as designated by the Company from time to time, and to open and maintain Account(s) with the Bank. RESOLVED, that the Company be bound by the terms and conditions set forth in any agreement or contract governing Account(s) (the "Account Agreement(s)") and any other document relating to products or services provided in connection with Account(s), as revised and/or amended from time to time (collectively, the "Agreements"). RESOLVED, that the managers, members, officers, employees and/or agents of the Company (the "Authorized Signer(s)") whose names, titles and signatures appear below, as amended from time to time by the Company, are hereby authorized and directed, for and on behalf of the Company, to open, maintain, manage or close Account(s), to execute the Agreements, and to exercise and direct the exercise of all duties, rights and powers, and to take all actions necessary or appropriate in connection with the opening, maintenance, management or closing of Account(s) in the name of the Company, pursuant to the terms and conditions specified in the Agreements, and any applicable laws, rules and regulations. The Bank is EFTA01431974 authorized to accept instructions from the Authorized Signer(s) in connection with Account(s), including, but not limited to, endorsements and deposits of negotiable instruments, checks or other orders for the payment of money, and instructions to deposit, withdraw, transfer, deliver or assign assets in Account(s), sell any assets in Account(s), including but not limited to assets listed as "held elsewhere," buy any assets for Account(s) and retain the services of an advisor, including the Bank, consultant or broker/dealer to manage all or part of assets in Account(s), all on such terms as the Authorized Signer(s) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signer(s) have been properly taken or given pursuant to authority vested in such Authorized Signer(s) and the Company shall indemnify and hold the Bank harmless from all claims, liabilities, losses, costs, expenses (including attorneys' fees) related to or arising from any action or inaction by any such Authorized Signer(s). RESOLVED, that the omission from these LLC Resolutions of any document, arrangement or action to be taken in accordance with the Account(s) or the Agreements shall in no manner derogate from the authority of the Authorized Signer(s) to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate or carry out the transactions contemplated by the foregoing Company Resolutions. RESOLVED, that all actions taken and expenses incurred heretofore by the Authorized Signer(s) in connection with the Account(s) or the Agreements are hereby ratified, approved and confirmed in all respects. RESOLVED, that if indicated below, the Authorized Signer(s) is/are authorized to delegate any and all of the powers enumerated in these LLC Resolutions in connection with the Account(s) to such person(s) as the Authorized Signer(s) may elect. Such delegation shall be made via the execution of the form of Appointment of Agent(s) annexed hereto as Exhibit A." 12-PWM-0180 (03/12) 010760.030612 1 AUTHORIZED SIGNER(S): If any Authorized Signer named below is an entity and not a natural person, pi le attach an Am tori; Jeffrey Epstein Print Name Authorized (select one): 01 Individually Title Signature ❑ Jointly with Other n Check only if the above Authorized Signer is authorized to grant powers EFTA01431975 enumerated in these Corporate Resolutipns tpenawfe. Darren Indyke Va I» Print Name Title lignature Authorized (select one): 0 Individually ❑ Jointly with Other Q Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Print Name Authorized (select one): ❑ Individually D Jointly with o Other o Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Title Signature Title Print Name Authorized (select one): D Individually o Jointly with o Other o Check only if the above Authorized Signer is authorized to grant powers enumerated in these Corporate Resolutions to agents. Signature 2. The above Corporate Resolutions are in full force and effect and have not been modified or amended since the date shown below. 3. The Bank may rely conclusively on the instructions of the Authorized Signerfs) in every respect unless or until the Bank receives written notification of the revocation and has had reasonable time to act on such notice. 4. No one other than the Corporation has any interest in Account(s) opened and maintained in the name of the Corporation. 5. The titles and names of the Authorized Signer(s) appearing above, whose signatures appear above or on any attached signatory list, are true, correct and genuine. The authorities previously granted to any Authorized Signer not named herein are hereby revoked. In witness whereof, on th^<1.3te shown belbw I h^ the Corporation (if regwr^). led my signature and affixed the seal of Corporate Seal (if required) If no seal is provided, the Corporation is representing that no seal is required. Signature: Print Name and Title: Jeffrey EpStcin EFTA01431976 Date of this Certificate of Corporate Resolutbns; ^ 4- [Fill in data - this document Is not valid If date Is left Hank] **lf the Secretary or other authorized officer or director is one of the Authorized Signers named above, this Certificate of Corporate Resolutions must be confirmed below by another officer or director of the Corporation who is not designated an Authorized Signer above unless the Authorized Signers are the only officers or directors of the Corporation. Confimnation Signature: Print Name and Title: 11-PWM4)883111/11) 009700.112111 2 EFTA01431977