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FBI VOL00009
EFTA00227381
2265 pages
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Case No. 08-80736-CV-MARRA P-000081 EFTA00227461
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POW APPROVED NM 1G SISISCON UNITED SLUES OF AMERICA DEPARTMENT OF IFIANSPORDATIOss ERIN IIIIM1O11 ADISNISOISal MOOS SOSTICAL COW AIFCRAFT REGISTRAIXIN APPLICATION cum. leATE RECMSTRICIION UMTID omI , N90 9JE Pa7 MASAIRICTURER & MOSEL Gulfstren G -1159B Al % NRCFIST SEPAL Ms 151 USE r nn OF PEOMIRITION ICIW as OM 0 I. ININICUM 0 a Parinothip dr a Cowetion 0 4. Coate 0 Z. a IOW OF AMUCANT renonal town c" veal °I Osman II IrS Ili. Hyperion Air, Inc A% TEASPOON Naltift 4 0 -- 4, ADDRESS Wont 0 ic 103 Foulk Road, suite 20 .....t.s.m...t mon.... an Wilmington ne CODE 19803 O CHECK HERE IF YOU AR stint? A CHANGE OF ADDRESS ATTENTION I And the signing this sppilestion. This portion U be • A We a Wiwi answe lo wry sumbon la root Iss wows by in. orb/ a INDISSI (US CS TIM 141, Ste MOR OER14ATION SWE CURVY (1)11st Os Wm sisotis wit to wels4cont. .no S • clam frolucbm capproa a to UMW bolus. M Woe ant S ire 01 et ). CHECK COE AS 4C t iet IL CI AMPS lIS IS a Ss IS) Ia A tau under to Sao al NW lit CI Se% apra.e am sold oast am ow* in to Wed a Awls or INN Ws by av to Wean al 0) TON to Soot Is Nos al so/ WO way, ind PI MS Ispl a Ss bon lbsd at Is F. Naas Wrists s1 NOTE: SORwrwhip a alas MUST sicin. Uss ran MO 11 necessary. TYPE OR SIGNATURE lid , dr..;_,.. President ma OAm 8 g Papaw ,.....' MU Gm 2 It WU ONE Owdom al e. Coast Nat COWS" OA Sat fro, to sonhol la A halt or I. IPS a 00 NOTE Two al a A Wm emb Ifni the POO cop/ al ins WOW a M Wisd IA to wok AC Rai SOSS1 (290) (00524:04994037) Swain F. 6961 Case No. 08-80736-CV-MARRA P-000082 EFTA00227462
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Fada APPROIED aa ttlteett WIED STATES OF MEA DEPARTADIT OF TTANSPORZOKIW OMSK *MW* Mmermenuagetara eweeiler areS terree AIRCSOFT RECIOTAO1ON APPUCATKIN CERT. f TE aSE Pt watt suant 06111ATCW MASER Fi (UMM AIRCSAFT IAAWFACWREA 1 11006 43/4** Boeing 727-31 meoun SEFIAL us 2011 5 TYPE OF reoistacnOri Pei cm etot EI I. inciwauad O 2. parons il 3. CofP3friai CI 4. Crasar C 4e8) " a- rum os Aprucuer pentree nue te *Ste F• ° mena - • •••••••• r a . • X t 47 JEGE, Inc. R * nt, CIE, TREstiosE Numa i k "ne ••• ites) Atatte8 103 Nues Feue erer (terniirent mari rida os aasas Oe Foulk Road, Suite 202 ms Nart --eles , bar Ott Wilsington ZIF CCOE 19803 O A Islw Ala nu (I) llei or (Fer CHECK CHECK HERE IF YOUaR NG A ATTENTION' Raid the fol state lapine This portion U be or Serai onsew b mer ambon eue te grouse ta pattern OXIA na le. Sac 10711 0 11ON CHANGE OF AD0RESS Ibis appileallon. of Ire rowl tomme owearworme 3. et mare ti Werve là ire rennes. Osais oued eeereekrast. sa OMS OMS Wolfe eut erv• rem d ONE AS e r et Ra 14111 No a tr. R) TM RI Tm TYPE O ANS' Me I.ISI CI A es clarteree ino me ertraft are prames WW•Clen st tube. ires te es d eral mie Onted Sala Rials or NOÉ roua in net. br Aareremsen manie sida il rocesterr aa am Mot testent se or es tour œnt wri test WC rer Wre News Melon naaf se Ose 14171E: SeresoA se co-oonersispritapperess OR r i 8 11 ,-.- President DM TRIE ORE ;Itj el ucrure WU OICIE tai eret9 isteet te ets Cassai rd musa Arteinifre. inii on mer te 000rne ex • orme va sr ma d IO en ciao serai wre Te PM cew or les appaire mal eu cime r• ire Wow PC Fons mal (t2/90) (0052-0012MIC07) Supins** %rixe rem Case No. 08-80736-CV-MARRA P-000083 EFTA00227463
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'
•I. OF SALE FOR AIRCRAFT
KNOW ALL MEN BY THESE PRESENTS that
REAL ESTATE EXCHANGE, INC., an Oregon corporation ("Seller"), having its address c/o
Investment Property Exchange Services, Inc., 900 SW Fifth Avenue Mezzanine Level, Portland OR
97204, Attention: President ("Seller"), in consideration of Ten Dollars and other good and valuable
consideration, receipt of which is hereby aclmowledged, does hereby grant, banistin, sell and assign to
JEGE, INC. (Buyer), a Delaware corporation, its successors and assigns, the following used Aircraft and
installed used engines:
MANUFACTURER
MODEL OF
U.S.REGISTRATION NUMBER
MANUFACIURER'S SERIAL
AIRCRAFT
NUMBER
Boeing
727-31
N5051.5
20115
Engine Particulars:
Pratt & Whitney
Pathan
biadd
Serial Numher
1
JT8D-219
P726121
2
JT8D.711
P654373
3
JT8D-219
P726122
Together with all equipment, components, spare part and accessories installed thereon and used in
connettiuu therewith.
TO HAVE AND TO HOLD said Aircraft unto the Buyer, its successors and assigns, for its and
their own use forever.
The Seller hereby warrants that it is the lawful owner of said Aircraft and installed engines; that its
title to said Aircraft and installed engines is free and clear of all liens, leases, mortgage, security interests,
claims, charges and encumbrances whatsoever, that the Seller shall defend tide to said Aircraft against the
claims of any person, firm or corporation whomsoever other than dams relating to or arising an of the
acts or omissions of Buyer, and this Bill of Sale is made and delivered pursuant to the provisions of that
certain Aircraft Purchase Agreement between the Seller and Buyer dated January 5; 2001, and that the
warranties and representations of Seller set forth therein are true and correct as though made on and as of
the date hereof.
IN WITNESS WHEREOF, Real Estate Exchange, Inc. has caused this instrument to be Remtad and
its seal affixed thereto for the purpose hereinabove shown by its duly authorized officer this V-A
day of
January, 2001.
REAL ESTATE EXCHANGE, INC.,
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Case No. 08-80736-CV-MARRA
P-000084
EFTA00227464
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19-01 12:43 PM P . 03 'LI AGM Ira own WED SLUES CF AMERICA US DITART14RT OF TRANsoomom May. MATO% armanaSTRAI CS AIRCRAFT SILL OF SALE FOR AND IN CONSIDERATION OF S THE UNDERSIGNED OWNIRISi OF THE cult LEGAL AND SENEFICIAL TITLE OF THE AIRCRAFT DM GRITTED AB FOLLOWS ' IWO TAMER 505LS SIAM AJRC MANUFACTURER & MODEL BOai nl 73 No1 AIRCRAFT SERIAL PURCHASER DOES THIS DAY OF 21011 HERESY SELL. GRANT, TRANSFER AND DELIVER A. RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO. V NOWNN01. NW LW se. Hltl - No Maar wag I JEGE, Inc. 457 Madison Ave, 4th Floor New York NY" 10022 %AIR CERnForra KANO% FOOS arPIKIVIED ONO NO. at20-0)12 Do Not Wm F tin ENG FOR FAA USE Car NO TO . CLIGnians.misiSTRATOM: AND SION! TO NINE TAM TO MILD SaiGULANS nit MO swown roravER NO Mown TN TTTLF WERE co II TAMMY wasSICOF NMC OTT moo so REAL THE NAME TB) OF MUIR TflOA . SIGNATURE IS) • wow. TWOJILD inMcoaesas MIT GC Of TI Tint Maga Clanianfla x ea1 Estate Ex- Vice President W p, TIN f- a w w .4 ACKNOWLEDGMENT MOT AtCwato on OOOOOOOO or Fa Of tOaPaeo 140•I WA. N arOUIMSO OT LOOM TOR YUMMY OF Ma ilitirnUlalsol., oakeem.: TO FM AO RNA MITE Win OM ton comocom &apnea.. 1...aus Conan Case No. 08/80736-CV-MARRA P-000085 EFTA00227465
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751199007 - U I 3 5 PG 7 of are (Office of ,*etretarg of Mate PAGE 1 I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF HYPERION AIR, INC. FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JULY, A.D. 1991, AT 2:30 O'CLOCK P.N. N O N * * N * • * RECEIVED FOR RECORD D 19 9/ 77Z-e-e./c4/7----Ncicsevora..— RECORDER S4.00 STATE DOCUMENT FEE PAID Michael H 'tuns, Secretary of State AU ENTICATION: *3115955 DATE: 07/19/1991 Case No. 08-80736-CV-MARRA P-000086 EFTA00227466
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at; - u 135P61 t8 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:30 PM 01/1S/1991 751199007 - 2260750 CERTIFICATE QE INCORPORATION OF HYFERION , INC. The undersigned, a natural person. for the purpose of organizing it 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 Code 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 "coma-anon") 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 Luockerman 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 ur activity for which corporations may be organized under the General Corporation Law of the State of Delaware. MIME: 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. EMI: The name and the mailing address of the incorporator are as follows: NAMF MAIIINg ADDRESS Athena Togias 5IXT11: The corporation is to have perpetual existence. -1- @ESL CLE ClEcal731 13301AH3B Tt't3adS/£OHd Pt:61 16-61-LO Case No. 08-80736-CV-MARRA P-0000S7 EFTA00227467
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BK - I 3 5 F3 I i 9 SE,ThMIL: Whenever a compromise or arrangement is proposed between 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 fur this corporation under the provisions of § 279 of Title 8 of the Delaware Code older a meeting of the creditors ur class of creditors, and/or of the stockholders or class 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 number 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 sucticompromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said 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 nn this corporation. 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 numbet Of directors which shall constitute the whole Board of Directors shall be fixed br. 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. 2. After the onginal 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 directors 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 -2- • d OL94 CLC 5301AHR0 TV[33d8/6Dlid SIttt Case No. 08-8073-CV-MARRA P-000088 EFTA00227468
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BK-U1 35Pc I 20
initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the
corporation unless provisions for such classification shall be set forth in this
certificate of incorporation.
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 subsectio❑
(b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented.
TEM:11:
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 he amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the expenses,
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 us to action
in another capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
ELEYENIII: From time to time any (of the provisions of this certificate of
incorporation may he amended, altered, or tepealed, 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 arc granted subject to the
provisions of this Article ELEVENTH.
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Case No. 08-80736-C V-MARRA
t6-61-L0
P-000089
EFTA00227469
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BK:U 35PGI 21 Signed on July 18, 1991 -4- CMG CLC LtLeGt S3DIAK38 IVI2SWEI/53Hd WAttl IB-091-1.0 Case No. 08-80736-CV-MARRA P-000090 EFTA00227470
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FiRr:P.MCE - HALL 1 2c-91- S- 0 305-13 C;OPY STATE OF DELAWARE KENT COUNTY RECO.':DEL") Office for the Recczar.?, d Desk Bc. nee sa:4; Kent, In Corp. Record 1.-? Vol /3 r- Page ../P1 lire_a-ntscel_day of D. 19._/.L._ WITNESS. m and ,r.s.a of said office. Record's P-000091 Case No. 08-80736-CV-MARRA EFTA00227471
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HYPERION AIR, INC. Consent of Sole Director In Lieu of First Meeting As of July 19, 1991 THE UNDERSIGNED, being the sole director of Hyperion Air, Inc., a Delaware corporation (the •Corporation"), does hereby consent, pursuant to Section 141 of the General Corporation Law of the State of Delaware, 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 all actions taken by the incorporator of the Corporation during the period from July 18, 1991 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. RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice Presidents, a Secretary and a Treasurer. RESOLVED, that Jeffrey E. Epstein be, and he hereby is, appointed and elected as the President of the Corporation, 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. Case No. 08-80736-CV-MARRA P-000092 EFTA00227472
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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. RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, no par value (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 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. RESOLVED, that the Corporation accept the subscription of Jeffrey E. Epstein for 100 shares of the Common Stock, upon the terms and conditions contained in the subscription agreement, dated as of July 26, 1991 of Jeffrey E. Epstein, a copy of which shall be filed with the official records of the Corporation. RESOLVED, that the President of the Corporation be, and he hereby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey E. Epstein a certificate for 100 shares of the Common Stock. RESOLVED, that all of the 100 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. 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. 2 Case No. 08-80736-CV-MARRA P-000093 EFTA00227473
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RESOLVED, that the corporate record book and the stock transfer ledger thereof, be and each of the same hereby is, adopted as the record book and stock transfer ledger, respectively, of the Corporation. 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 hereby 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 deposite& 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; 3 Case No. 08-80736-CV-MARRA P-000094 EFTA00227474
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(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. 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. RESOLVED, that the fiscal year of this Corporation shall begin the first day of January in each year. RESOLVED, that, subject to the approval of the stockholders of the Corporation, the Corporation elect, under the provisions of Section 1362 of the Internal Revenue Code, to be treated as a small business corporation for income tax purposes. RESOLVED, that the proposal that the Corporation elect to be treated as a small business Corporation authorized 4 Case No. 08-80736-CV-MARRA P-000095 EFTA00227475
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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. 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. RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do and 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. RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. S Case No. 08-80736-CV-MARRA P-000096 EFTA00227476
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This Consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. 6 Case No. 08-80736-CV-MARRA P-000097 EFTA00227477
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• HYPERION AIR, SUBSCRIPT/ON POR COMMON STOCt The undersigned hereby subscribes for One Hundred (100) shares of the Common Stock, $.0001 par value, of Hyperion Air, Inc., a Delaware corporation (the "Corporation•), the Certificate of Incorporation of which was filed with the Department of State of the State of Delaware on the 10th day of July, 1991, and. agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, Ten ($10) Dollars per share in cash or by check made payable to the Corporation, at which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dated as of July 26, 1991 Subscription Accepted As Of July 26, 1991 J frey Subscribe hares of Common Stock, No Par Value Case No. 08-80736-CV-MARRA P-000098 EFTA00227478
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• HYPERION AIR, INC. Consent of Sole Stockholder in Lieu of First Meeting As of July 26, 1991 The undersigned, being the sole stockholder of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, pursuant to Section 228 of the General Corporation Law of the State of Delaware, 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 all actions heretofore taken by the incorporator and the Board of Directors of the Corporation, including, but not limited to, the adoption of the By-Laws of the Corporation, from July 18, 1991 through the date of this consent be, and each such action hereby is, in all respects ratified, adopted and approved. RESOLVED, that the election of Jeffrey E. Epstein as the sole director of the Corporation, to serve as such until the next Annual Meeting of Stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified be, and such election hereby is, ratified, adopted and approved. RESOLVED, that the election by the Corporation, under the provisions of Section 1362 of the Internal Revenue Code, to be treated as a small business corporation for income tax purposes be, and the same hereby is, adopted and approved. This Consent shall be filed with the utes of the proceedings of the stockholders of the Co rey . Epstein - Case No. 08-80736-CV-MARRA P-000099 EFTA00227479
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HYPERION AIR, INC. Consent of Sole Director In Lieu of First Meeting As of October 15, 1998 THE UNDERSIGNED, being the sole director of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, pursuant to Section 141 of the General Corporation Law of the State of Delaware, in lieu of holding a meeting, to the adoption of the following resolution and the taking of all action required or permitted thereby: RESOLVED, that Darren K. Indyke be, and he hereby is, appointed and elected as the Secretary of the Corporation, 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. Case No. 08-80736-CV-MARRA P-000100 EFTA00227480