ADMITTED TO PRACTICE LAW IN CALIFORNIA, NEW YORK AND TEXAS

Corporate Resolution: Authorization of Medical Expense Reimbursement Plan

Authorization of Medical Expense Reimbursement Plan

Whereas, a proposed draft of this corporation’s Medical Expense Reimbursement Plan (the “Plan”) attached hereto as Exhibit A has been distributed to each member of the Board of Directors of this corporation; and

Whereas, the Plan provides for reimbursement of medical expenses for the officers and certain employees of this corporation; and

Whereas, the Plan qualifies as an “accident and health plan” within the meaning of Section 105(e) of the Internal Revenue Code of 1986, as amended; and

Whereas, the Board of Directors and the Shareholders deem it desirable and in the best interests of this corporation to adopt the Plan and take certain other actions necessary and related to the adoption thereof.

Now, Therefore, Be It Resolved, that each of the officers of this corporation are hereby authorized, directed and empowered for and in the name of this corporation to take or cause to be taken any and all actions, including without limitation, the execution, acknowledgement, filing and delivery of any and all papers, agreements, documents, instruments and certificates, as such officers may deem necessary or advisable to carry out and perform the obligations of this corporation under the Plan.


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