EFTA01252364.pdf

Non-Corporate Resolutions z O WHEREAS. The Organization seeks to benefit from opening and maintaining one or more securities, loan and/or guarantee accounts at ulls Financial Services Inc. Mgr). A 8 NOW, THEREFORE, BE IT RESOLVED THAT: 1) The Organization 6 authorized to establish with UBS one or more accounts for the purchase and sale of securities, money/currency, stocks, options, a bonds, notes, futures contracts. commodities, commercial paper, certificates of depth and other obligations. contracts. ail other property au* and customarily dealt hi by brokerage Cirrus, the establishment of credit and/or the guarantee of another person's or entity's obligations (the 'Account'). 2) Organization is authorized to use the Account(s) and services offered by UBS to (a) sell that. (b) nee on martin. (c) borrow and/or obtain credit (ndLding all mamer of credits and/or letters of credit) from time to time from U8S and guarantee obligations of others to UBS in United States dollars or any foreign affiericY. (d) effect UBS Card transactions. (e) contract for any and at investment management and advisory services that (185 now or hereafter doves and delegate discretion to U8S or to a subeditor In connection With such services, and (0 pledge, mortgage, assign or subject to a security interest or lien any property of any sort of the Organization as security for any liability of the Organization. 3) Each of the officers or authorized representatives named on the Client Information (each, together with persons designated under resolution 4 below, hereinafter called an 'Authorized Person') are authorized individually, without counter signature or co-signature, to act on behalf of the Organization and u8S Is authorized, but not obligated, to deal with each Authorized Person intivklually In connection with al aspects of the Accounts, to (a) open the Account(s) and execute on any and all relevant documents on behalf of the Organization, (b) obtain all such services as UM shall offer, including investment advisory services and to purchase and se and enter into any transaction whatsoever in connection with the Account) and the property therein. and (c) to execute and deliver to UBS on behalf of the Organization any and all tax font and other tax-Mated document for an Account of this Organization (Including without imitation U.S. Internal Revenue Semite Forms Wr8 and WA, as applicable, and any documents relating thereto) and to make any certifications or representations under penally of perjury on behalf of the Organization that are mowed by such foam or documents. 4) The Authorized Persons are authorized to appoint one or more attorneys-in-fact or agent to act on behalf of the Organization in the same capacity as set forth above, and are authorized to petite and delver to UBS any powers of attorney or other documents to effect or evidence such appointment 5) UBS is authorized, but not obligated, to deal vnth each Authorized Person Individually, as follows, subject to the Organization having completed documentation relating to the relevant products and sakes and subject to UBS poky and practice as in effect from time to time: a) to accept all orders for purchases and sales and all instnotions of any nature whatsoever in connection with the Account(s) which UBS finanoal Services Inc believes in good faith to have been originated by an Authorized Person; to receive any funds. securities or other property for the Account(s) of the Organization; b) to receive drafts. checks or other funds or property delliered to It for depart for the Account(s) of the Organization, whether or not endorsed with the name of the Organization or unendorsed; and to honor written instructions horn each Authorized Person to delver either in bearer form, in street certificates, it any names or kit any other manner any funds, securities or other properly held for the Account) of fie Organization; to borer ingluCtf0rd from each Authorized Person to write chedti. draft, instruments, instructions or orders for the payment or withdrawal of funds draw' on the Account) or payable to the order of the Organization (*Payments') without irm as to amount, without inquiry Including Payments to the order of or in favor of any person who authorized the Payment or any other officer, authorized representative or agent of the Organization and U8S, its subsiciaries and affiliates shall not be liable for any disposition which any such officer or authorized representative or agent shall make of all or any part of any Payment notwithstandng that such Payment may be for the personal account or benefit or in payment of the individual obligation of any such officer or authorized representative or agent to I.185. or otherwise; d) to open deposit accounts in foreign currencies with any depositary to purchase, set, transfer, or dispose of for present or future delivery foreign moneys, credits or exchange on deposit a otherwise and all manner of instrumerns representative thereof by endorsement or othente, and to execute and deliver any agreements or Instruments relating to any such transactions. 6) Any and all actions previously taken with respect to matters provided for by then refOthti0nS are hereby ratified, confirmed and approved. 7) These resolutions supersede any previous resolutions of the Organization presented to UBS finandal Services Inc. regarding the Account(s). UBS. its subsidiaries and affihate are authorized to rely upon the authority conferred by these resdutions and until UM receives written notice of an amendment modification or revocation of these resolutions. In the event that U8S for any reason, is uncertain as to the continuing effectiveness of these resolutions or the authority to any Authorized Parson, UBS may refrain from taking any action with respect to the Account) until such time as it is satisfied as to its authority. 8) in consideration of UBS and any of its subsidiaries or affiliates acting ki reliance upon these resolutions or any certification by the Secretary or Assistant Secretary or other certifying officer, they shall be fully protected in so acting and the Organizatitn agrees to indemnify and save harmless MS and arty of its subsidiaries or affiliates from and against any and alias. damage, liability, dDms and expenses including legal fees arising out of their so acting or its refraining from taking any action_ 9) The Secretary or an Assistant Secretary or other duly authorized certifying officer of the Organization is authorized and directed to certify to U85 and any of its subsidiaries or athletes: a) that these resolutions have been duly adopted, are in full force and effect and are in accordance with provtsions of applicable law, the charter and by-laws, or other steer governing documents and rules of the Organization; b) the identities and specimen signatures of the Organization's Authorized Persons and, from tme to time hereafter, such changes as may occur in the Identities of such Authorized Persons as such are made. iu 0094089285 Page 1 o 2 Continued on next page.. 21 SDNY_Grii_00020433 CONFIDENTIAL EFTA_00131053 EFTA01252364 La I ATTENTION TRANSFER AGENT 10) Any authorized Person is fully authorized and empowered to transfer, convert endorse, set. assign, set over and deliver any and al shares of stocks. i bonds. debentures, notes, subscription warrants. stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing an the name of or aimed by the Organization, and to make, execute and deliver, under the corporate seal of the Organization or otherwise, any and al written Instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred. O 11) Whenever there shall be annexed to any instrument of assignment and transfer, executed pursuant to and in accordance with the foregoing resolution, a certificate of the Secretary or an Assistant Secretary of the Organization or other duly authorized certifying officer in office at the date of such certificate and such certificate shall set forth these resolutions and shall state that these resolutions are ki full force and effect and shall also set forth the names of the persons who ate then officers or authorized representatives of the Organization, then all persons to whom such instrument with the annexed certificate shall thereafter come, shag be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or otter securities named in such instrument were theretofore dtiy and property transferred. endorsed, sold. assigned. set crier and delivered by the Organization. and that with respect to such securities the authority of these resolutions and of such officers or authorized representatives a still in furl force and effect. riutAxim For Business Services Account(s): Y1 23661 The undersigned, as the Secretary or Assistant Secretary or a duty authorised certifying offrrer of MAX FOUNDATION (' Organization'). a fairriaztrizen (organization type) duly aganzed and existing under the laws of Of (State of Formation), hereby certifies that the foregoing resolutions were duly adopted by the Crini$1O:tne- tAc0eNCA (Governing Body of the Organization) at a duly called meeting or by unanimous consent and the resolutions remain in Jul force and effect and are in accord with and pursuant to the Organization's NA n Y rCtlr —trkatti'or1 (name under which the organization Is operating), bylaws and applicable law, and the Organization Is in good standing under all applicable state laws. I further certify that the persons listed above are duly elected or appointed qualified officers or authorized representative of the Organization, hold in the Organization the respective positions indicated above and that set forth opposite each respective name is the true and correct signature of such person. WITNESS my hand and seal of the Organization at NAY h this ClikrstM day of fa V' iiirifq (SIGNATU SECRETARY or CERTIFYNG OFFICER) Date iu . 2 el 2 11 11 n SONY_GM_00020434 CONFIDENTIAL EFTA_00131054 EFTA01252365