to pay. all such costs, fees and expenses, and take all such other action as such officer deems necessary or advisable in order to consuriunate the Mergerin accordance with the provisions of the Mergei Agreement. CONFIDENTIAL SONY .6M_00.038228 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY

, to pay. all such costs, fees and expenses, and take all tech other action as such officer deems necessary or advisable in order to conswiunatc the Mergerin accordance with the provisions . of the Merger Agreement. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) SWARM EFTA_000 19922 EFTA00169649 T

approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Mergerin accordance with the provisions of the Merger Agreement; and RESOLVED, that the officers of the Corporation be, and each of them hereby is,authotize

approved by legal counsel to the Corporation as being compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Mergerin accordance with the provisions of the Merger Agreement; and RESOLVED, that the officers of the Corporation be, and each of them hereby is,authotize