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Ter called the "Corporation"), do hereby adopt, consent to and approve the following resolutions by signing written consent thereto pursuant to Section 141 of the Delaware General Corporation Law. 1. Ratification and Adoption of Acts of Incorporator. NOW, THEREFORE, BE IT RESOLVED, that the acts and conduct of the incorporator, Roy T. Fielding, in connection with the organization of the Corporation hereby are approved, ratified and adopted by the Corporation as acts and conduct by and on behalf.

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