EFTA00296364.pdf

CONSENT OF THE BOARD OF DIRECTORS OF MAPLE, INC. The undersigned, being all of the Directors of Maple, Inc., a U.S. Virgin Islands Corporation ("the Corporation"), hereby certify that the following resolutions were unanimously adopted and entered into by the Board of Directors on the 22nd day of November, 2011. WITNESSETH: WHEREAS, the Corporation is a corporation organized and existing under the laws of the U.S. Virgin Islands; and WHEREAS, the Corporation was duly formed in the United States Virgin Islands on November 22, 2011; and WHEREAS, the Board of Directors as of the date of this Consent are as follows: Jeffrey Epstein Darren Indyke Richard Kahn WHEREAS, the undersigned, being all of the directors of Maple, Inc., consent to the taking of the following actions in lieu of a meeting of the Board of Directors in accordance with the corporation laws of the United States Virgin Islands and waive any notice to be given in connection with the meeting pursuant to the corporation laws of United States Virgin Islands; and WHEREAS, this corporation is authorized, in its articles of incorporation, to issue an aggregate of 10,000 shares of stock of the par value of $.01 per share; and WHEREAS, a depository shall be established for the funds of the corporation and those who are authorized to do so may withdraw them on behalf of the corporation; and WHEREAS, the Corporation and its shareholders satisfy all of the requirements for election to be treated as an "S" Corporation pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 1986, as amended, and meet the statutory requirements to elect to be treated as a New York S Corporation pursuant to New York State Tax Law, Article 22, section 660(a); and WHEREAS, it is deemed to be in the best interests of the Corporation and its shareholders that the Corporation make an election to be treated as an "S" corporation under each of the federal and state statutes referenced above. NOW THEREFORE BE IT: RESOLVED, that all actions taken by the incorporators of the Corporation during the period from EFTA00296364 November 22, 2011 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved, and it is further RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice presidents, a Secretary and a Treasurer; and it is further RESOLVED, that each of the following persons is hereby appointed and elected to the office set forth opposite his name below 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 successor shall have been duly elected and shall have qualified: Jeffrey Epstein, President Darren Indyke, Vice President and Secretary Richard Kahn, Treasurer And it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is authorized, empowered and directed to produce all books of account, stock books and other materials and supplies necessary or appropriate in connection with maintaining the records and conducting the business of the Corporation, and to pay all costs and expenses and to make full reimbursement for all expenditures made in connection with the organization of the Corporation; and it is further RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value of .01 (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be and the same hereby is, approved and adopted, and the President, the Vice President, the Secretary and/or any other officers authorized by the By-laws of the Corporation be, and each of them hereby is, authorized to issue certificates in such form for shares of fully paid and non- assessable Common Stock when the issuance thereof is duly authorized by the Board of Directors of the Corporation; and it is further RESOLVED, that the Corporation accept the subscription of Jeffrey E. Epstein, as Trustee of Maple I Trust for 10,000 shares of Common Stock, upon the terms and conditions contained in the subscription agreement, dated as of November 22, 2011 of Jeffrey E. Epstein, as Trustee of Maple I Trust, a copy of which shall be filed with the official records of the Corporation; and it is further RESOLVED, that the Vice President and the Treasurer of the Corporation be, and each of them hereby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey E. Epstein, as Trustee of Maple I Trust, a certificate for 10,000 shares of the Common Stock; and it is further RESOLVED, that all of the 10,000 shares of the Common Stock as authorized for issuance by the immediately preceding resolution shall be in all respects, when issued as aforesaid, validly issued, fully paid and non-assessable; and it is further EFTA00296365 RESOLVED, that the seal, an impression of which appears in the margin of this Consent, be, and the same hereby is adopted as the seal of the Corporation; and it is further RESOLVED, that the corporate record book and the stock transfer ledger thereof, be and each of the same herby is, adopted as the record book and stock transfer ledger, respectively, of the Corporation; and it is further RESOLVED, that, with respect to the opening, maintaining and closing of bank accounts of the Corporation, the President, any Vice President, the Treasurer and the Secretary of the Corporation, be, and each of them herby is, authorized as follows: 1. To designate one or more banks, trust companies or other similar institutions as depositories of the funds, including, without limitation, cash and cash equivalents, of the Corporation; 2. To open, keep and close general and special bank accounts, including general deposit accounts, payroll accounts and working fund accounts, with any such depository; 3. To cause to be deposited in such accounts with any such depository, from time to time such funds, including, without limitation, cash and cash equivalents, of the Corporation, as such officers deem necessary or advisable, and to designate or change the designation of the officer or officers and agents of the Corporation who will be authorized to make such deposits and to endorse such checks, drafts or other instruments for such deposits; 4. From time to time to designate or change the designation of the officer or officers and agent or agents of the Corporation who will be authorized to sign or countersign checks, drafts or other orders for the payments of money issued in the name of the Corporation against any funds deposited in such accounts, and to revoke any such designation; 5. To authorize the use of facsimile signatures for the signing or countersigning of checks, drafts or other orders for the payment of money, and to enter into such agreements as banks and trust companies customarily require as a condition for permitting the use of facsimile signatures; 6. To make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable; and 7. To complete, execute and/or certify any customary printed blank signature card forms in order to conveniently exercise the authority granted by this resolution and any resolutions thereon shall be deemed adopted as part hereof; and it is further RESOLVED, that the President or the Secretary of the Corporation be, and such officer hereby is, authorized to prepare and certify as the resolutions of the Board of Directors, as if adopted verbatim by this Consent, any such additional resolutions as any such depository may require in connection with the opening of an account with such depository as authorized pursuant to the immediately preceding resolution, and that any such depository to which a copy of the immediately preceding resolution and such additional resolutions, if any, have been certified shall be entitled to rely thereon for all purposes until it shall have received written notice of the revocation or amendment of such resolutions by the Board of Directors; and it is further EFTA00296366 RESOLVED, that the fiscal year of this Corporation shall begin the first day of January in each year; and it is further RESOLVED, that, subject to the approval of the stockholders of the Corporation, the Corporation elects, under the provisions of Section 1362 of the Internal Revenue Code, to be treated as a New York S corporation for income tax purposes; and it is further RESOLVED, that, subject to the approval of the stockholders of the Corporation, the Corporation elects, under the provisions of the New York State Tax Law, Article 22, section 660(a), to be treated as a small business corporation for New York State income tax purposes; and it is further RESOVLED, that the proposal that the Corporation elect to be treated as a small business Corporation authorized pursuant to the immediately preceding resolution be submitted to the stockholders of the Corporation for their written consent thereto, and that, upon obtaining such written consent to such proposal, the proper officers of the Corporation be, and each of them hereby is, authorized and directed to prepare, execute and file on behalf of the Corporation a Form 2553, Election by a Small Business Corporation, with the Internal Revenue Service; and it is further RESOVLED, that the proposal that the Corporation elect to be treated as a small business Corporation authorized pursuant to the immediately preceding resolution be submitted to the stockholders of the Corporation for their written consent thereto, and that, upon obtaining such written consent to such proposal, the proper officers of the Corporation be, and each of them hereby is, authorized and directed to prepare, execute and file on behalf of the Corporation, a Form CT-6 with the New York State Department of Taxation and Finance; and it is further RESOLVED, that, for the purpose of authorizing the Corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, the officers of the Corporation be, and each of them hereby is, authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary offices of the Corporation, whether statutory or otherwise, and, under the seal of the Corporation, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Corporation to transact business therein; and it is further RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do an perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further certificates, contracts, agreements, documents, instruments, instruments of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), including, without limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to carry out, comply with and effectuate the purposes and intent of the foregoing resolutions; and it is further RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. EFTA00296367 IN WITNESS WHEREOF, the undersigned has executed this Resolution as the first directors of Maple, Inc., on this 22nd day of November, 2011. Jeffrey Epstein, Director Darren Indyke, Director Richard Kahn, Director EFTA00296368