ERSIGNED, being the sole director of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does herby 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: RES

ithin or without the Stitt of Delaware, as the by-laws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) made the State of Delaware at sea place or plates as may be designated from time to time by the board of directors or in the by-laws of the