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RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the <br />Company in connection with, or otherwise in contemplation of, the transactions contemplated by <br />any of the foregoing resolutions be, and they hereby are, ratified, confirmed and approved; and <br />RESOLVED FURTHER, that the officers and directors of the Company be, and each of <br />them acting alone hereby is, authorized and empowered on behalf of the Company and in its <br />name to take or cause to be taken all actions and to execute and deliver all such instruments <br />which the officers or directors of the Company, or any one or more of them, approve as <br />necessary or desirable in connection with the foregoing resolutions, such approval to be <br />conclusively evidenced by the taking of such action or the execution and delivery of any such <br />instrument by any officer or director of the Company. <br />[Signature page follows.] <br />2 <br />