BK-U135FG118

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
WILED 02:30 PM 07/18/1992
751199007 2268758

# CERTIFICATE OF INCORPORATION

OF

HYPERION AIR, INC.

# CERTIFICATE OF INCORPORATION (cont.)

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Cude and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the "corporation") is HYPERION AIR, INC.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Louckerman Square, Suite L-100, City of Dover, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

# CERTIFICATE OF INCORPORATION (cont.)

EQURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand five hundred. The par value of each of such shares is one tenth of a mill. All such shares are of one class and are shares of Common Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME MAILING ADDRESS

Albena Togias

SIXTH: The corporation is to have perpetual existence.

-1

8894 CLE 818-01 T 18-01-20
286
11/15/06
раден
500/200 31 9SAN 8012 092 212 XV3 CO 21 9002/90/11

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001788

EFTA00030288

# BK-U135FG119

# BK-U135FG119 (cont.)

SEVENTH: Whenever a compromise or arrangement is proposed hotween this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of $291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of $279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or dass of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in mumber representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the sald application has been made, he binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

# BK-U135FG119 (cont.)

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by. or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

# BK-U135FG119 (cont.)

2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of $109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directons of the corporation for staggered terms pursuant to the provisions of subsection (d) of $141 of the General Corporation Law of the State of Delaware shall be set forth in an

<table><tr><th>to'd</th><th>0552 ELC 818-01</th><th></th><th>BED/Hd</th><th></th><th>18-01-20</th></tr><tr><td></td><td></td><td></td><td></td><td></td><td>$</td></tr><tr><td>500/8000</td><td></td><td>311 9SAN</td><td>8092 052 212</td><td>0 21</td><td>9002/90/11</td></tr></table>

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001789

EFTA00030289

# BK-U135FG120

initial Bylaw or in a Bylaw adopted by the stockholders entided to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

# BK-U135FG120 (cont.)

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

# BK-U135FG120 (cont.)

TENTH: The corporation shall, to the fullest extent permitted by the provisions of $145 of the General Corporation Law of the State of Delaware, as the surne may be amended and supplemented, indemnify any and all persons whom it shall buve power to Indemnify under said section from and against any and all of the cxpenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who hus ceased to be a director, officer, employee, or agent and shall inure to the benefit of the hetrs, executors, and administrators of such a person

# BK-U135FG120 (cont.)

ELEVENTU: From time to dime any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the Laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

8896 EGE 818-01



18-01-20

t

500/1000

311 9SAN

8002 092 212 XV CO ZL 9002/90/11

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001790

EFTA00030290

BK-U135PG121

Signed on July 18, 1991

Jacoperator

57784

10-212 373 7520

PHCS/SPECIAL SERVICES

14110

NYSG LLC

500/5000

07-18-81

11/06/2006 12 03 FAX 212 750 2408

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001791

EFTA00030291

Al

Comments

Date[mmddyyyy Box Number Form Type "CITADEL =
04242012

Doc Code Doc Code Doc Code Doc Code Account Numbers

086

Account Numbers

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001792

EFTA00030292

# BK-U135FG120 (cont.)

The Morgan Account

Month / Date / Year: <empty>
Social Security no. / Tax ID no. / Passport no.: <empty>

Account Type: <empty>
Account number: <empty>

Account title: <empty>
BAC #: <empty>

All Accountholders/Signers must sign this Signature Form exactly as the checks/instructions will be signed.

Print (Accountholder/Signer, Trustee, Custodian, Director, etc.): Jeffrey Epstein, President
Title: CEO
SIGN HERE: X <signature>
if facsimile signature, check box [ ]

Print (Accountholder/Signer, Trustee, Custodian, Director, etc.): Ghislaine Maxwell, Treasurer
Title: CFO
SIGN HERE: X <signature>
if facsimile signature, check box [ ]

Print (other): Harry Bellet, Secretary
Title: SVP
SIGN HERE: X <signature>
if facsimile signature, check box [ ]

Print (other): <empty>
Title: <empty>
SIGN HERE: X <signature>
if facsimile signature, check box [ ]

Is this an existing account?
[ ] yes
[ ] no
If yes, does this card replace all other cards against it (= account)?
[ ] yes
[ ] no

Signing instructions (Please use back of card if necessary): <empty>

# BK-U135FG120 (cont.)

The Morgan Account

Month: <empty>
Date: <empty>
Year: <empty>

Account Type: <empty>
Account number: <empty>

Social Security No / Tax ID no / Passport No.: <empty>
BAC #: <empty>

Account side: <empty>

All Accountholders/Signers must sign this Signature Form exactly as the checks/instructions will be signed.

Print (Accountholder/Signer, Trustee, Custodian, Director, etc.): Jeffrey Epstein, President
Title: <empty>
If facsimile signature, check box [ ]: X <signature>

Print (Joint Accountholder/Signer, Trustee, Custodian, Director, etc.): Ghislaine Maxwell, Jeegwear
Title: <empty>
If facsimile signature, check box [ ]: X <signature>

Print (other): Harry Belafonte, Secretary
Title: <empty>
If facsimile signature, check box [ ]: X <signature>

Print (other): <empty>
Title: <empty>
If facsimile signature, check box [ ]: X <empty>

Is this an existing account?
[ ] yes
[ ] no
If yes, does this card replace all other cards against this account?
[ ] yes
[ ] no

(card if necessary.)

1 page 11/15/06 194

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001793

EFTA00030293

# BK-U135FG120 (cont.)

A1



Comments

Date(mmddyyyy) Box Number Form Type="CITADEL
04182012

Doc Code Doc Code Doc Code Doc Code Account Numbers

194

Account Numbers

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001794

EFTA00030294

BX 453785204



The Morgan Account
Application: Business Deposit Accounts

JPMorgan Private Bank

# BK-U135FG120 (cont.)

Application: Business Deposit Accounts

MORGAN USE ONLY:
US#41 10/05:

SCAN:
SPN #: 7716530
ACCT. #: <empty>
Doc. ID #: 771
Effective Date: <empty>

SCAN:
SPN #: 7716530
ACCT. #: <empty>
Doc. ID #: 876
Effective Date: <empty>

HYPERION AIR, INC.
MMIA No.: <empty>
Primary CAS: <empty>
Business Checking with Interest Acct. No.: <empty>
JP Morgan Rep. (sent package): THOMAS A. RICE

A ACCOUNT INFORMATION:
Title of Account: HYPERION AIR, INC.
Entity Type:
[x] Corporation
[ ] Foundation
[ ] Limited Liability Company
[ ] LLP
[ ] Partnership
Check if applicable:
[ ] Sole Proprietorship
[ ] Not for Profit
[ ] Other <empty>

B ACCOUNT TYPE:
[x] Checking Account
[ ] Business Checking with Interest Account*
[ ] Money Market Investment Account
[ ] Other <empty>
* Available only to trusts & estates, sole proprietorships, net-for-profits, school districts, and government organizations.

C CORPORATE/PARTNERSHIP INFORMATION:
Name of Corporation/Partnership/LLC/Doing Business As: HYPERION AIR, INC., C/O NEW YORK STRATEGY
Type of Business: <empty>
Fax Identification Number (TIN): 13-3621632
Contact Person**: <empty>
Title: <empty>
Telephone: <empty>
Fax: <empty>
Current Mailing Address: 457 MADISON AVE
4TH FLOOR
City: NEW YORK
State: NY
Zip Code/Country: 10022

D CHECKS:
Check Style (JPMorgan exclusive check stock):
[ ] Wallet (single check)
[ ] Newpaper Desk Book (spiral binder, 3 checks/page)
[ ] Business-Style Book (ring binder, 3 checks/page)
[x] Computer Checks (soft copy): QuickBooks
[ ] Other*** <empty>
Lace Jet - Single Voucher
***Other check styles may incur additional fees.
Check Imprint: Checks will be imprinted with Title of Account as it appears on this Application, and address as listed in the corporate/partnership information section of this application, or on file
[ ] Please omit my address from the check imprint.
Alternate Check Delivery Address:
Name: <empty>
Company: <empty>
Address: <empty>
City: <empty>
State: <empty>
Zip Code: <empty>
Country: <empty>

E STATEMENTS:
Redlined size images of the front and back of each check will be returned with statements unless otherwise indicated
[ ] Transcend checks and do not return

F ACCOUNT LINKING:
Note: Linking Agreement contained in Subsidiation I of this application
Link for Pricing: To apply earning credits/fee allowances to offset monthly maintenance and/or transaction charges (as listed on my current fee schedule):
[ ] Link my following non-interest bearing Business Checking accounts
Account Number for head Checking Account to be billed any monthly maintenance charges: <empty>

# BK-U135FG120 (cont.)

841

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001795

EFTA00030295

# BK-U135FG120 (cont.)

ACCOUNT LINKING:
[ ] Combine summary and detailed account information in one consolidated statement for accounts with the same title.
Link to Minimize or Eliminate Overdraft Interest Charges: To avoid or minimize interest charges incurred due to an overdraft
[ ] Link my following non-interest bearing Checking Accounts to minimize or eliminate overdraft interest charges within these accounts.: <empty>
Account Number for lead Checking Account to be billed any overdraft interest charges: <empty>

G ONLINE ACCOUNT ACCESS (For more regarding online access, contact your JPMorgan Private Bank Representative):
[x] I am a current user of Morgan Online/Classic Online, please add this account to my access.
My User ID is: JEJEJEJE
[ ] I would like to access my account via Morgan One/two
My Choices for an Internet access Login ID: (User IDs must contain 8-32 characters. They cannot be the same as your password or SSN. They may not include special characters such as &, %, *, etc.)
1st Choice: <empty>
2nd Choice: <empty>
3rd Choice: <empty>
My Email Address is: <empty>

H PLEDGE AGREEMENT:
I agree that this account is an account under The General Terms for Accounts and Services and is pledged as collateral for all of my obligations and is subject to the security interest provisions in The General Terms for Accounts and Services, the terms of which are incorporated by reference. The General Terms for Accounts and Services together with this application are the security agreement under Article 9 of the Uniform Commercial Code, as amended from time to time.

I LINKING AGREEMENT:
JPMorgan Private Bank calculates an earning credit/free allowance on aggregated business checking account balances. This allowance is netted against fees for maintenance and services used, as listed on my current fee schedule. If the fee allowance is not sufficient to cover the services used, a fee is charged to the primary Business Checking Account.
By linking my multiple no-interest bearing Checking accounts, I can use the combined account balances to avoid or minimize interest charges incurred due to an overdraft in any one or more of the linked accounts. Note that linking can reduce or eliminate interest charges due to overdrafts, but does not prevent the overdrafts themselves. Each day, the collected balances in all linked accounts are added together. If the net balance is negative, overdraft interest charges will be calculated on that negative balance.
I understand that linking Checking Accounts as described above may have legal, tax or other ramifications under applicable U.S. or other laws or rules (owing to, for example, different legal entities owning linked accounts and incurings or paying charges on behalf of each other or having their assets offset against each other's). By signing below, I represent that I and the other Accountholders have consulted with our legal, financial, tax or other advisers on these matters, accept the linkage so created, and will manage the accounts to prevent any negative repercussions. I agree to hold harmless from and indemnify JPMorgan Private Bank and each of its affiliates, officers, directors, agents and other representatives against any liability relating in any way to its provision of account linking services to myself or the Accountholders of the linked Checking Accounts. Other terms applicable to your Accounts are contained in The General Terms for Accounts and Services, Account Agreements, and Appendices.

THIS APPLICATION MUST BE COMPLETED BEFORE MORGAN WILL BE ABLE TO PROVIDE FINANCIAL SERVICES. IF ANY SECTION IS INCOMPLETE, YOU MAY CONTACT ME TO OBTAIN ADDITIONAL INFORMATION. I MUST ALSO NOTIFY YOU OF ANY FUTURE CHANGES TO THE INFORMATION IN THIS APPLICATION. ABSENT NOTIFICATION, THE INFORMATION CONTAINED IN THE APPLICATION WILL BE DEEMED ACCURATE AND COMPLETE.

J MORGAN AGREEMENT:
The General Terms for Accounts and Services and Appendices along with this Application, and any additional Account Agreements, Rate and Fee Schedules, Appendices and Supplemental Forms, and all amendments and supplements to any of them in effect from time to time comprise the Agreement between you and me.
By signing this Application, I acknowledge that I have, or will read all the various documents, including but not limited to, the General Terms for Accounts and Services, Account Agreements, Rate and Fee Schedules, and Appendices, and Supplemental Forms which comprise the Agreement between you and me ("Agreement"). I further acknowledge that I will notify you immediately if I have any issues with the Agreement. Otherwise, I will be deemed to consent with this Agreement between you and me. I also agree that each of the Accounts I am applying for is pledged as Collateral for all of my obligations. I also acknowledge that I have read and consent to the terms of the JPMorgan Private Bank Privacy Policy, including the manner in which my information is received and used and that upon opening an account with JPMorgan Private Bank, my client information will be used by one or more members of the JPMorgan Private Bank family of companies (as listed in the Policy) in order to make available to me all the products and services available through the JPMorgan Private Bank. I understand that you do not give tax or legal advice, and that I am advised to consult a lawyer or tax advisor about tax, legal, and estate-planning issues affecting my Accounts, including the way Accounts are titled.

# BK-U135FG120 (cont.)

841

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001796

EFTA00030296

# BK-U135FG120 (cont.)

<table><tr><th rowspan="2">IMPORTANT TAX
INFORMATION

FOREIGN PERSONS
TAX STATUS

U.S. CITIZENS AND
RESIDENT ALIENS
TAX CERTIFICATION</th><th>A FOREIGN PERSON MAY HAVE TO COMPLETE IRS FORM W-BEN OR FORM W-BIMY. A FOREIGN PERSON
MEANS &amp; NONRESIDENT ALIEN INDIVIDUAL, A FOREIGN CORPORATION, A FOREIGN PARTNERSHIP, A FOREIGN
TRUST, A FOREIGN ESTATE, AND ANY OTHER PERSON THAT IS NOT AN U.S. PERSON. IT ALSO INCLUDES A
FOREIGN BRANCH OR OFFICE OF AN U.S. FINANCIAL INSTITUTION OR U.S. CLEARING ORGANIZATION IF THE
FOREIGN BRANCH IS A QUALIFIED INTERMEDIARY.
 I AM A FOREIGN PERSON; THEREFORE, I ACKNOWLEDGE THAT YOU ADVISE WE TO READ THE IRS W-
INSTRUCTIONS ENCLOSED IN THIS PACKAGE) CAREFULLY AND THAT I HAVE BEEN ADVISED TO CONSULT
MY TAX ADVISOR, Please sign and return the attached W8 form(s).

IF I HAVE NOT CHECKED THE FOREIGN PERSONS TAX STATUS BOX ABOVE.
UNDER PENALTIES OF PERJURY I CERTIFY, AS THE ACCOUNTHOLDER SIGNING BELOW, THAT (1) THE
NUMBER SHOWN ON THIS APPLICATION IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM
WAITING FOR A NUMBER TO BE ISSUED TO ME, AND (2) THAT I AM NOT SUBJECT TO BACK-UP
WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP WITHHOLDING, OR 181 HAVE NOT BEEN NOTIFIED
BY THE INTERNAL REVENUE SERVICE (IRS) THAT I AM SUBJECT TO BACK-UP WITHHOLDING AS A RESULT
OF A FAILURE TO REPORT ALL INTEREST AND DIVIDENDS, OR (C) THE IRS HAS NOTIFIED ME THAT I AM NO
LONGER SUBJECT TO BACK-UP WITHHOLDING, AND (3)1 AM &amp; U.S. PERSON (INCLUDING A U.S. RESIDENT
ALIEN).

UNDERSTAND THAT IF I HAVE BEEN NOTIFIED BY THE IRS THAT I AM SUBJECT TO BACK-UP WITHHOLDING
AS A RESULT OF DIVIDEND OR INTEREST UNDERREPORTING, AND I HAVE NOT RECEIVED A NOTICE FROM
THE IRS ADVISING ME THAT BACK-UP WITHHOLDING IS TERMINATED. I MUST STRIKE OR CROSS OUT THE
INFORMATION CONTAINED IN ITEM 2 IN THE PREVIOUS PARAGRAPH.) THE IRS DOES NOT REQUIRE
CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID
BACK-UP WITHHOLDING</th></tr><tr><td>"LIMITED LIABILITY COMPANIES ONLY FOR FEDERAL TAX PURPOSES IF THE MEMBERS HAVE CHOSEN TO
BE CLASSIFIED AS AN ASSOCIATION TAXABLE AS A CORPORATION YOU MUST CHECK THE BOX TO THE LEFT
OF THE WORD EXEMPT TO BE EXEMPT FROM BACKUP WITHHOLDING ON INTEREST AND DIVIDEND
PAYMENTS. OTHERWISE. THE CLASSIFICATION WILL BE DEFAULTED TO A PARTNERSHIP OR AS A SINGLE
OWNER DISREGARDED AS AN ENTITY SEPARATE FROM ITS OWNER.

 EXEMPT (CLASSIFIED AS AN ASSOCIATION TAXABLE AS A CORPORATION).</td></tr><tr><td>SIGN HERE </td><td>ALL ACCOUNTHOLDERS ARE REQUIRED TO SIGN BELOW:

09/13/06 Jeffrey Epstein, PresIDENT
Dive Pro Name Title
09/18/06 Ghislaine Maxwell, Treasure
Suwure (Ago Accesathi Date Pet Name/Tile

09/18/106 HARRY Bellez Secretary
Siguan (Adion Accolachelder) Print Nare/Title

Signature (Adliceal Accounbold) De Print Nane/Title</td></tr></table>

# BK-U135FG120 (cont.)

Deposit Accounts are with JPMorgan Chase Bank, NA JP Morgan Trust Company, NA, or Chase Bank USA, NA

841

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001797

EFTA00030297

A1



Comments

Date[mmddyyyy) Box Number Form Type="CITADEL"
04182012

Doc Code Doc Code Doc Code Doc Code Account Numbers

1060

Account Numbers

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001798

EFTA00030298

The Morgan Account

AIR

JPMorgan
Private Bank

# Application: Corporate/Other Organization Resolutions

1. HARRY Belle the Secretary for duly authed officer) HYPERION, INC. (the "gation") July under the lows herby cenfe that the tong is and complete opgedats alped by the Board of Directors of the thrganization be written consent at a lockl 18th September 3104 at which a quum of the Board of Directoes was present and cuting and that those solutions buve edified and are s in full force and effect

# Application: Corporate/Other Organization Resolutions (cont.)

## A. Authorized signers

In this space, please list, by names or titles, the persons authored to sign or act putum to the resolutions indicated bachow (signers must be identified in each estonas passed) Mos, cach signer way act singly unless slot wol calo below and the word "untly" is written in hich means that any was startly

Jeffrey Epstein, PRESIDENT

Singly
Manner of Saping Singly

Print Name and Title (if any) or Title (haly Ghiskive Manwell, Tressuper

Print Name and Title fifty Title Only HARRY Beller, Secretary Print Name and Title (if any) or Title Uely

Mat Spy
Singly
Manner Sig

Print Name and Title (if any) or Title Only

Manner of Sing

Print Name and Title (if any) e Titic Only Manacr of Signing

A photo copy of a current Driver's License or Passport and social security number are required for each signer listed above. Please check the line to the left of any one or more of the following resolutions which have been adopted. If the line to the left of any particular lettered subdivision is not checked, that resolution has not been adopted.

# Application: Corporate/Other Organization Resolutions (cont.)

## B. Banking and custody

X1 RESOLVED, that the individuals identified above an authorized to enter sato depot and custody costs with JPMorgan Chase Hank N.A. ura Morgan Affliat (individually or collectively, "Mongan") and my assigns designating Mongan as a deposity of the funds and castodian of the securities of the Organization and to act on behalf of the Organeation on all respects regarding the 4 bgnization's banking and custody accounts with Morgan as they is their discretion determine

## C. Investment management

2 RESOLVED, that the persons specified above are authored, in the name and on behalf of the Orgmotion to execute an investment management agreement designating Murgan as the Organization's investment manager, to deliver modify any asset allocation guideline mandate, or other instruction, and to act on behalf of the Ongmization in all respects regarding the Irganication's vestment management accounts with Monga

# Application: Corporate/Other Organization Resolutions (cont.)

## D. Brokerage

_ & RESOLVED, that those persons identified above are authorined in the name and helalf of the Ugation to excute a brokerage agromcat with JP. Morgan Securities Inc. and any success or assigns; to purchase on margin or otherwise and bow (on a secured or unsecured basis) from, set (including short sales si a margin account), and lood on a sconed or red base), and to otherwise enter into transactions of any kind with Megan with respect to any and all securities and financial streements whatsoever in which Morgan may dai broker or act as counterparty from time to time, to enter into any derivative transactions with respect to the fring, riclacing over the counter equity derivatives and structure transacters fechading, but not lonnal to options, swaps, colon, caps and fles, pledge any finds or instruments for the purposes of securing the Organization's obligations with respect to the Fong, to estable and operate one or more brokerage or other accents in connection with the foregoing activities and tractand act on chalf of the gation in all rospects standing the Organizam's brokerage cont

# Application: Corporate/Other Organization Resolutions (cont.)

## E. Credit

_ 4. RESOLVED, that these persis specified also are authed in the nunc and on lachalf of the Ogination to borrow from time to time for Morgan sums of money, for periods of time and upon terms as may be then in their desertion sein aliolle; to excente notes or ther alligations to evadence borrowing to enter into agreements with respect to bangs, to discuss with Moegm any bills of outs receivable held by the Organzati uch terms as they may den proper, to apply for and obtin letters of cult and execute applications me, stipes and all other dents in connertos therewith, to execute and deiner, their discrete any gurmtes, indemnity agreement or undertakings deemed necessare is advisable to carry out the purpose and at the forging rus; to pledge any of the sts or property of the Organization, or the purpose of securing any of the boggan tered into be another types and, to endveic securites and on to your appepriate persoft, signty in turtherance theroof

11515015/06

HYPERION UR, INC.

1 of 2

150

Confidential Treatment Requested by
JPMorgan Chase

JPM-SDNY-00001799

EFTA00030299

JPMorgan
Private Bank

# The Morgan Account
Application: Corporate/Other Organization Resolutions

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

F. General

5. RESONED, that those individuals identified in above, acting in the manner specified thecin, are authored to delegate the authority granted under the forging resolutions to any other person by written appointment submitted to Morgan and a such appointment shall remain in full force and effect until Morgan shall receive written notice to the contrary from the tran

	- 6 RESOLVED, that any transaction of the type authorized by the precoding resedniwers which has been taken and hereby in all respects approved, confirmed and ratified; and

	7. RESOLVED, that any resolution certified to Morgan by the Secretary, or other duly apponed offices of the Organization shall sexmain in full force and effect until Morgan shall survive certification of a subsequent resolution amending, superselingking at

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

	- X& RESOLVED, Any persons authored to act by the preceding rests me the the weline povided for Morgan (the "Site") via the Internet 24 hours a day, seven days a week to act in the manner indicated in this resolute panded the fanchorality is available via the Site Transactions requiring more than one signature by complete will not be available va the Site. Se usage by any Authored Person is subject to the website agreements and disclosures available on the webate, or via hard copy at your rejest

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

## G. Certification of incumbency

The following certificate of incumbency must be completed when the authed sowers are identified by title suly I also certify that the following are officers of this Organization clected or appointed until their saccessons are elected or appointed and that you shall be cucided to rely upon their continued incumbency and empowerment to act for the Organization until you have been fumished with a duly certified notice to the contrary

Print Name

Tisk

Date

Print Name

Tink

Date

Print Nam

Tink

Date

Print Name Title Bate

I further certify that this Organization is July organized and existing and has the power and authenty to take the active contemplated by the forging soolations

H. Signature

IN WITNESS OF WHICHI have set my hand as Secretary (or other duly authorinod officer) of this Organizations
this 18th of Septembe .2006
HARRY Bellee, Secretary 09/18/06
Signature Print Name and Title Date

JPMan Unle Tale HYPERION MIL, INC. SPN

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JPM-SDNY-00001800

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# The Morgan Account
Application: Corporate/Other Organization Resolutions

AiR

JPMorgan✪
Private Bank

HARRY Beller the Secretary for duly authorized officer) of HYPERRINN: (the "legancation") duly organized under the laws of herby certify that the following and colete copy of resolutions adopted by the Board of Directors of the Organization by anons written consent at a mesting bld 18th day September 20104 at which a quorum of the Hound of Directors was present and voting and that these we have not been reedel or indified and sw in full force and effect

## A. Authorized signers

In this space, plase list, by names or titky, the persons authorized to sign or act part to the solutions indicated below (signers mast be identified in each resolution as passed) Nisn, eich signer may act sind unes that woed is aed out below and the word "ply" is wine in hich means that any two sigachs must act jointly.

Jeffrey Epstein, President

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

## A. Authorized signers (cont.)

Singly
Maner of Sagame Singly

Print Name and Title (if any) or Title Only

Ghiskive Manwell, TREASUDER

Print Name and Title (if any) or Title Only HARRY Beller, Secretary

Mannes of Signing
Singly

Print Name and Title (if any) Title Only

Minner signing

Print Name and Tide (if any) or Title Only

Manner of ging

Print Name and Tide (if any) Title Chelv

Manne

"A photo copy of a current Driver's License or Passport and social security number are required for each signer listed above. Please check the line to the left of any one or more of the following resolutions which have been adopted. If the line to the left of any particular lettered subdivision is not checked, that resolution has not been adopted.

B. Banking and custody

1. RESOLVED, that the individuals intified above are authorised to cater into deprear and ustody accounts with JPMorgan Chase Bank NA. or a Morgan Affiliate (individually or collerely, "Morga" and my surgeon signating Morgan as a depository of the funds and custodian of the securitier of the Organization and to act behalf of the Ongarattaspects regarding the Organiration's banking and custody accounts with Morgan as ther in their diction determine

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

## C. Investment management

2. RESOLVED, that the persons special above are thorized, in the name and on be alf of the legato bo cxecute an investment management agreement designating Morgan as the Organization's meestment manager, to deliver or modify any at aliscation gaiden mandate, or other instruction, and to act on behalf of the Organization in all aspects regarding the Organization's investmont moment accounts with Morgan

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

## D. Brokerage

3. RESOLVED, that those persons identified above an authorized the name and on behalf of the Organization to execute a brokerage agreement with JP. Morgan Scurities Inc and any successes or assigns, purchase on naign coherwise and born (on a secured us unsecured basis) from, sell (including short sales in a margin account), and find on a scooraleerd bai) to, and to otherwise enter into transactions of any kind with Morgan with respect to any and all securries nod financial streets whatsoever in which Murg may deal broker or act as counterparty from time to be to enter into any derxuwe transactions sath respect to the foregoing, including over the cer equity decivatives and structured ansactions (including, but not limited to opons, waps, var caps and Sues to pledge any funds or instruments for the purposes of socuring the Ogon's gains with respect to thory to stablish and operate mor brokerage or other accounts in connection with the fuging activites and transact-rd wine behalf of the ganiation in all respects garding the Organization's brokeng accounts

E. Credit

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

## D. Brokerage (cont.)

4. RESOLVED, that those peres specified above are authorised in the name 2 on behalf of the Organization: to borrow from time to time from Morgan sums of money, for periods of tone and upon us as may to them is the section som advisable to secure notes or other obligations to evidence borrowings ao enter into agreements with respect to beings, discount with Morgan any bills or no receivable held by the animation upon such terms as they may dcom proper, to apple fon andan kottces of crodit and use applications, agreements, trust receipts and all other documents in connection therewith, to secure and Jeliver their discution, any guarantee, indemanny agreement or undertakings deemed necessary or achische tocany out the purpose and intent of the fringesolatos to pledge any of the sets or property of the Organization, for the purpose of soning any of the ging tonacts or any tract extered in by any other entity or person; and, to endorse sceuritics and/e to is que appiate powers of attorney. Jucunts or assignments in furtherance therood

JPMorgan Use Only Tale HYPERION AIR, SPN CAS
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JPMorgan
Private Bank

# The Morgan Account
Application: Corporate/Other Organization Resolutions

## F. General

5. RESOLVED, that those individuals istified in above, acting in the name specified them, are authorized to date the authority granted under the forcing rosolutions to any other person by written appese ement salesanedo Morgan and any such appointment shall a in full force and effect unel Mungan shall receive writes autce to the contrary from the Organic

- X6 RESOLVED, that any transaction of the "puthorised by the pacted ng resolutions which has been takes are hereby in all respects appened, confirmed and rand, and

7. RESOLVED, that any resolution occtified Mongan by the Secretary, other duly apprice officer of the Organization shall remain full force and effect until Morgan shall suctive conification of a subacqueat solution win, saperseding or revoking it

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

## F. General (cont.)

- X& RESOLVED, Any poses authorized to act by the precoding routs my nee the website penvided by Morgan (the "Site") vis the Interner 24 hours a day, seven days a week to act in the manner indicated is resolution piled the functionality is available on the Site Transactions requiring more than one signature to complete will not be swabble via the Site. Sin sage by any Authorical Person is subject to the website agreements and dicksures available on the welante, or via hund copy at your t

# The Morgan Account
Application: Corporate/Other Organization Resolutions (cont.)

## G. Certification of incumbency

The following certificate of incumbency must be completed when the outlined sets are idenfied by title only. I also certify that the following are officcas of this Organization elected uppted i their accusses are clucted or appointed and that you shall be entitled to rely upon their cominud incubacy and empot act for the Organization il you have been furnished with a duly certified notice to the contra

Print Name Title Date

Print Name

Tele

1ate

Print Name

Tak

Dat

Print Name

Title

Date

I further certify that this Organization is duly organud and existing and has the power and be to take the actions contemplated by the

fureguing resolurines

H. Signature

IN WITNESS OF WHICHI have set my hand as Secretary (or other duly authorial officer) of this Organization m
this 18 Day of September .2006
Pale HARRY Belle, Secretary 09/18/06
Signature Print Nam and Twe Date

JPMorgan Use Only
US150-05/06

Tak HYPERION MR. INI. 5854 CAS

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JPM-SDNY-00001802

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