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AFFIDAVIT OF AUTHORITY TO ACT
Before me, the undersigned, this day personally appeared
1\1as ,- 1 r't6+ 4- of BVT Equity Holdings, Inc., general partner of Coral
Station, Ltd., a Florida limited partnership who being by me first deposes and says:
1. That he/she is the owner, or the legal representative of the owner, submitting the
accompanying application for a public hearing as required by the Code of the City of
Miami, Florida, affecting the real property located in the City of Miami, as described and
listed on the foregoing pages of this affidavit and made a part thereof.
2. That all owners who he/she represents, if any, have given his/her full and complete
permission for him/her to act in his/her behalf for the change or modification of a
classification or regulation of zoning as set out in the foregoing petition, ❑ including or
❑ not including responses to day to day staff inquires.
3. That the foregoing pages are made a part of this affidavit contain the current names,
mailing addresses, telephone numbers and legal descriptions for the real property of
which he/she is the owner or legal representative.
4. The facts as represented in the application and documents submitted in conjunction
with this affidavit are true and correct.
Further Affiant sayeth not. Coral Station, Ltd., a Florida
limited partnership
By: BVT Equity Holdings, inc.,
General partner
Coral Station, Ltd.
Applicant(s) Name Ap 'Iicant(s) Signature
e jZ Vh5),0-)
Rev. 09-20-06
M1AOOCS 2064949 1
4/16/07
6
STATE OF GEORGIA
COUNTY OF COBB
r--
The foregojng was acknowledged before me this day of April
p.
2007, by f' - 111i LP'I 1 who is
the V c,c. rez; �.e f--t of BVT Equity Holdings, Inc., general partner of Coral
Station, Ltd. a Florida limited partnership. He/She is perso _ sown to m- •r who
has produced as identification and wdid (. id no a',' oath.
(Stamp)
Rev. 09-20-06
141IADOCS 2064949 1
4/16/07
7
AFFIDAVIT OF AUTHORITY TO ACT
Before me, the undersigned, this day personally appeared Judith A. Burke,
Attorney for Applicant, Coral Station, Ltd., who being by me first deposes and says:
1. That he/she is the owner, or the legal representative of the owner, submitting the
accompanying application for a public hearing as required by the Code of the City of
Miami, Florida, affecting the real property located in the City of Miami, as described and
listed on the foregoing pages of this affidavit and made a part thereof.
2. That all owners who he/she represents, if any, have given his/her full and complete
permission for him/her to act in his/her behalf for the change or modification of a
classification or regulation of zoning as set out in the foregoing petition, 0 including or
0 not including responses to day to day staff inquires.
3. That the foregoing pages are made a part of this affidavit contain the current names,
mailing addresses, telephone numbers and legal descriptions for the real property of
which he/she is the owner or legal representative.
4. The facts as represented in the application and documents submitted in conjunction
with this affidavit are true and correct.
Further Affiant sayeth not.
Coral Station, Ltd.
Applicant(s) Name
Rev. 09-20-06
MIADOCS 2064514 1
4/16(07
7
App icant(s) Signatur
Judith A. Burke, Attorney for
Applicant
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing was acknowledged before me this 07 day of April
2007, by Judith A. Burke, Attorney for Applicant
who is a(n) individual/partner/agent/corporation of Coral Station, Ltd.
a(n) individual/partnership/corporation. He/She is personally known to
me or who has produced as identification and who did (did not) take
an oath.
(Stamp)
Rev. 09-20-06
MIADOCS 2064514 1
4/16/07
8
EXHIBIT "A"
LEGAL DESCRIPTION:
TRACT "A" OF "CORAL STATION AT BRICKELL WAY", ACCORDING TO THE PLAT
THEREOF AS RECORDED IN PLAT BOOK 162 AT PAGE 24 OF THE PUBLIC RECORDS
OF MIAMI-DADE COUNTY, FLORIDA.
- ALSO KNOWN AS -
TRACT "C" OF "BRICKELL WEST TWO", ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK 158 AT PAGE 81 IF THE PUBLIC RECORDS OF MIAMI-
DADE COUNTY, FLORIDA.
- ALSO KNOWN AS -
PARCEL 1
A PORTION OF TRACT "C" OF "BRICKELL WEST TWO", ACCORDING TO THE PLAT
THEREOF, AS RECORDED IN PLAT BOOK 158 AT PAGE 81 OF THE PUBLIC RECORDS
OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGIN AT THE NORTH POINT OF CURVATURE OF THE NORTHEAST CORNER OF
SAID TRACT "C"; THENCE NORTHEASTERLY, EASTERLY AID SOUTHEASTERLY
ALONG THE ARC OF" A CIRCULAR CURVE, ALSO BEING THE NORTHERLY AND
EASTERLY LIMITS OF SAID TRACT "C", HAVING A RADIUS OF 25.00 FEET AND A
CENTRAL ANGLE OF 89°5515.0" FOR 39.24 FEET TO A POINT OF TANGENCY; THENCE
S02°15'38"E ALONG THE EAST LINE OF SAID TRACT "C" FOR 667.04 FEET TO A
POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE IN A
SOUTHEASTERLY, SOUTHERLY, SOUTHWESTERLY, WESTERLY AND
NORTHWESTERLY DIRECTION ALONG THE ARC OF SAID CURVE, ALSO BEING
THE EASTERLY AND SOUTHERLY BOUNDARY LIMITS OF SAID TRACT "C" AND
HAVING A RADIUS OF 20.00 FEET AND A CENTRAL ANGLE OF 124°39'42" FOR 43.52
FEET TO A POINT OF TANGENCY; THENCE N57°35'56"W ALONG THE SOUTH LINE
OF SAID TRACT "C" FOR 326.65 FEET; THENCE NO2°16112"W ALONG THE WEST LINE
OF SAID TRACT "C" FOR 43.20 FEET TO A POINT ON THE ARC OF A CIRCULAR
CURVE CONCAVE TO THE NORTHWEST; SAID POINT HAVING A RADIAL BEARING
OF S60°08'17"E; THENCE IN A NORTHEASTERLY DIRECTION ALONG THE ARC OF
SAID CURVE, ALSO BEING THE EAST RIGHT-OF-WAY LINE OF PARCEL 7S000.28 OF
THE "METRO -RAIL RIGHT-OF-WAY" ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK 124 AT PAGE 20 OF THE PUBLIC RECORDS OF MIAMI-
DADE COUNTY, FLORIDA AND HAVING A RADIUS OF 1,960.08 FEET AND A
CENTRAL ANGLE OF 4°41'19" FOR 160.40 FEET; THENCE S87°50'20"W ALONG THE
NORTH LINE OF SAID PARCEL 7S000.28, ALSO BEING THE FORMER SOUTH RIGHT-
OF-WAY LINE OF SOUTHWEST 14 STREET AS SHOWN ON SAID PLAT OF
"BRICKELL WEST TWO" FOR 1.90 FEET TO A POINT ON THE ARC OF A CIRCULAR
M[ADOCS 2094395 I
CURVE CONCAVE TO THE NORTHWEST, SAID POINT HAVING A RADIAL BEARING
OF S65°29`00"E; THENCE IN A NORTHEASTERLY DIRECTION ALONG THE ARC OF
SAID CURVE, ALSO BEING THE EAST RIGHT-OF-WAY LINE OF PARCEL N100.02P OF
SAID "METRO -RAIL RIGHT-OF-WAY" AND HAVING A RADIUS OF 1,688.00 FEET
AND A CENTRAL ANGLE OF 00°56'45" FOR 27.86 FEET; THENCE N87°50'20"E ALONG
THE FORMER CENTER LINE OF SAID SW 14 STREET FOR 85.00 FEET; THENCE
N 02°15'35" W ALONG THE FORMER. CENTER LINE OF SW 1 COURT AS SHOWN ON
SAID PLAT OF "BRICKELL WEST TWO" FOR 210.81 FEET TO A POINT ON THE ARC
OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT HAVING A
RADIAL BEARING OF S74°08'44"E; THENCE, IN A NORTHEASTERLY DIRECTION
ALONG THE ARC OF SAID CURVE, ALSO BEING THE EAST RIGHT-OF-WAY LINE OF
PARCEL N100.15P OF SAID "METRO -RAIL RIGHT-OF-WAY" AND HAVING A RADIUS
OF 1,688.00 FEET AND A CENTRAL ANGLE OF 02°57'54" FOR 87.36 FEET; THENCE
S02°15'35"E ALONG THE WEST LINE OF PARCEL 75000.28B OF SAID "METRO -RAIL
RIGHT-OF-WAY" SAID LINE ALSO BEING THE EASTERLY LIMITS OF THE OVERALL
"METRO -RAIL RIGHT-OF-WAY" AND THE FORMER EAST RIGHT-OF-WAY LINE OF
SAID SW 1ST COURT FOR 34.29 FEET TO A POINT ON THE ARC OF A CIRCULAR
CURVE CONCAVE TO THE NORTHWEST, SAID POINT HAVING A RADIAL BEARING
OF S73°52'55"E; THENCE IN A NORTHEASTERLY DIRECTION ALONG THE ARC OF
SAID CURVE, ALSO BEING THE EAST LINE OF SAID PARCEL 7S000.28B AND THE
WESTERLY LIMITS OF TRACT "A" OF "BRICKELL WEST", ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PLAT BOOK 154 AT PAGE 33 OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA AND HAVING A RADIUS OF 1,960.08
FEET AND A CENTRAL ANGLE OF 01°41'49" FOR 58.05 FEET; THENCE N87°48'32"E
ALONG THE NORTH LINE OF SAID TRACT "C" FOR 57.52 FEET TO THE POINT OF
BEGINNING.
- TOGETHER WITH -
PARCEL 2 (GROUND LEASE )
A PORTION Of THE METRO -RAIL RIGHT-OF-WAY AS SHOWN IN RMB 124, PAGE 20,
DRAWING RW03-B, RECORDED APRIL 23, 1985, FOR THE METROPOLITAN MIAMI-
DADE COUNTY OFFICE OF TRANSPORTATION ADMINISTRATION, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGIN AT THE SOUTHEAST OF LOT 18, BLOCK 94 SOUTH OF "A. L. KNOWLTONS
MAP OF MIAMI", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK B, PAGE 41, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE
NO2°15'35"W ALONG THE EAST LINE OF SAID BLOCK 94 SOUTH, ALSO BEING THE
BOUNDARY LIMITS OF SAID METRO -RAIL RIGHT-OF-WAY FOR 114.70 FEET TO A
POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, THE
CENTER OF SAID CURVE BEARING N7[°35'18"W FROM SAID POINT; THENCE IN A
SOUTHWESTERLY DIRECTION ALONG THE ARC OF SAID CURVE TO THE RIGHT
HAVING A RADIUS OF 1,688.00 FEET AND A CENTRAL ANGLE OF 4°l3'15" FOR
124.35 FEET; THENCE N 87°50'20" E ALONG THE SOUTH LINE OF SAID BLOCK 94
SOUTH, ALSO BEING THE BOUNDARY LIMITS OF SAID METRO -RAIL RIGHT-OF-
MLADOCS 2094g95 1
WAY FOR 48.14 FEET TO THE POINT OF BEGINNING, ALL LYING AND BEING IN
THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA.
- TOGETHER WITH -
PARCEL 3
A PORTION OF S.W. 1ST COURT AND S.W. 14TH STREET, LYING IN THE CITY OF
MIAMI, MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGIN AT THE SOUTHEAST CORNER OF LOT 18, BLOCK 94 SOUTH OF "A. L.
KNOWLTONS MAP OF MIAMI", ACCORDING TO THE PLAT THEREOF, AS
RECORDED IN PLAT BOOK B, PAGE 41, PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA; THENCE NO2°15'35"W ALONG THE WEST RIGHT-OF-WAY LINE
OF SAID S.W. 1ST COURT FOR 114.70 FEET TO A POINT ON THE ARC OF A
CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT BEARING
S71°351_8"E FROM THE CENTER OF SAID CURVE; THENCE IN A NORTHEASTERLY
DIRECTION ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF
1,688.00 FEET AND A CENTRAL ANGLE OF 2°33'21" FOR 75.30 FEET (THE LAST TWO
COURSES BEING ALONG THE EASTERLY LINE OF THE METRO -RAIL RIGHT-OF-
WAY, AS SHOWN ON RMB 124, PAGE 20, DRAWING RW03-B, RECORDED ON APRIL
23, 1985, FOR THE METROPOLITAN MIAMI-DADE COUNTY, OFFICE OF
TRANSPORTATION ADMINISTRATION); THENCE DEPARTING FROM SAID METRO -
RAIL RIGHT-OF-WAY S02°15'35"E ALONG THE CENTER LINE OF SAID SW. 1 COURT
FOR 210.76 FEET, THENCE S87°50'21"W ALONG THE CENTERLINE OF SAID S.W.
14TH STREET FOR 84.98 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE
CONCAVE TO THE NORTHWEST, SAID POINT BEARING S66°25'45"E FROM THE
CENTER OF SAID CURVE; THENCE IN A THENCE IN A NORTHEASTERLY
DIRECTION ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF
1,688.00 FEET AND A CENTRAL ANGLE OF 00°56'18" FOR 27.64 FEET; THENCE
N87°50'20"E ALONG THE NORTH RIGHT-OF-WAY LINE OF SAID S.W. 14TH STREET
FOR 48.14 FEET TO THE POINT OF BEGINNING (THE LAST TWO COURSES BEING
ALONG THE EASTERLY LINE OF SAID METRO -RAIL RIGHT-OF-WAY). ALL LYING
AND BEING IN A PORTION OF THE POLLY LEWIS DONATION IN SECTION 39,
TOWNSHIP 54 SOUTH, RANGE 41 EAST, CITY OF MIAMI, MIAMI-DADE COUNTY,
FLORIDA.
- TOGETHER WITH -
PARCEL 4 (GROUND LEASE)
A PORTION OF THE METRO -RAIL RIGHT-OF-WAY, AS SHOWN IN RMB 124, PAGE 20,
DRAWING RW03-B, RECORDED APRIL 23, 1985 FOR THE METROPOLITAN MIAMI-
DADE COUNTY OFFICE OF TRANSPORTATION ADMINISTRATION BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
MSADOCS 209489i
COMMENCE AT THE POINT OF INTERSECTION OF THE NORTH RIGHT-OF-WAY
LINE OF S.W. 15TH ROAD, AS SHOWN ON THE PLAT OF "BRICKELL WEST", AS
RECORDED IN PLAT BOOK 154, PAGE 33, PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA, AND THE EAST LINE OF SAID METRO -RAIL RIGHT-OF-WAY;
THENCE NO2°16'12"W ALONG THE EAST LINE OF SAID METRO -RAIL RIGHT-OF-
WAY FOR 43.20 FEET TO THE POINT OF BEGINNING OF THE HEREINAFTER
DESCRIBED PARCEL OF LAND; THENCE CONTINUE NO2°16'12"W FOR 1.56 FEET;
THENCE NORTHEASTERLY ALONG A NONTANGENT CURVE CONCAVE TO THE
NORTHWEST HAVING A RADIAL BEARING OF N60°06'59"W, A RADIUS OF 1,688.00
FEET AND A CENTRAL ANGLE OF 05°22'01" FOR AN ARC DISTANCE OF 158.12 FEET
TO A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF S.W. 14TH STREET, AS
SHOWN ON SAID PLAT OF "BRICKELL WEST"; THENCE N87°50'20"E ALONG SAID
SOUTH RIGHT-OF-WAY LINE OF S.W. 14TH STREET, AS SHOWN ON SAID PLAT OF
"BRICKELL WEST" FOR 1.90 FEET; THENCE SOUTHWESTERLY ALONG THE EAST
LINE OF SAID METRO -RAIL RIGHT-OF-WAY ON A NONTANGENT CURVE CONCAVE
TO THE NORTHWEST HAVING A RADIAL BEARING OF N65°29'00W A RADIUS OF
1,960.08 FEET AND A CENTRAL ANGLE OF 4°41'19" FOR AN ARC DISTANCE OF
160.40 FEET TO THE POINT OF BEGINNING,
- TOGETHER WITH -
PARCEL 5 (GROUND LEASE )
A PORTION OF THE METRO -RAIL RIGHT-OF-WAY, AS SHOWN IN RMB 124, PAGE 20,
DRAWING RW03-B, RECORDED APRIL 23, 1985, FOR THE METROPOLITAN MIAMI-
DADE COUNTY OFFICE OF TRANSPORTATION ADMINISTRATION, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTH POINT OF TANGENCY OF A CIRCULAR CURVE AT THE
NORTHEAST CORNER OF TRACT "A" OF "BRICKELL WEST", ACCORDING TO THE
PLAT THEREOF, AS RECORDED IN PLAT BOOK 154, PAGE 33, PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA; SAID CURVE BEING, CONCAVE TO THE
SOUTHWEST HAVING A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF
89°55'50" AND AN ARC DISTANCE OF 39.24 FEET; THENCE S87°48'32"W ALONG THE
NORTH LINE OF SAID TRACT "A" FOR 57.52 FEET TO THE POINT OF BEGINNING,
BEING THE NORTH-NORTHWEST CORNER OF SAID TRACT "A" (THE NEXT TWO
COURSES ALSO BEING ALONG THE EASTERLY LIMITS OF SAID METRO -RAIL
RIGHT-OF-WAY); THENCE SOUTHWESTERLY ALONG THE NORTHWESTERLY LINE
OF SAID TRACT "A" ON AN ARC OF A NONTANGENT CURVE CONCAVE TO THE
NORTHWEST HAVING A RADIAL BEARING OF N75°34'44"W, A RADIUS OF 1,960.08
FEET AND A CENTRAL ANGLE OF 0l°41'49" FOR 58.05 FEET TO A POINT; THENCE
N 02°15'35" W ALONG THE EAST RIGHT-OF-WAY LINE OF S.W. 1ST COURT AS
SHOWN ON SAID PLAT OF "BRICKELL WEST", FOR 34.29 FEET; THENCE
NORTHEASTERLY ALONG A NONTANGENT CURVE CONCAVE TO THE
NORTHWEST, HAVING A RADIAL BEARING OF N77°06'39"W, A RADIUS OF 1,688.00
FEET AND A CENTRAL ANGLE OF 00°44'24" FOR 21:80 FEET TO A POINT OF THE
SOUTH RIGHT-OF-WAY LINE OF S.W. 13TH STREET, AS SHOWN ON SAID PLAT OF
MIADOCS 2094895 I
"BRICKELL WEST"; THENCE N87°48'32"E ALONG SAID RIGHT-OF-WAY LINE OF S.W.
13TH STREET FOR 11.92 FEET TO THE POINT OF BEGINNING.
MIADOCS 2094895 l
WRITTEN CONSENT OF THE SOLE DIRECTOR OF
BVT DEVELOPMENT CORPORATION
The undersigned sole director of BVT Development Corporation (the "Corporation"), a limited
partner of Coral Station, LTD., a Florida limited partnership (the "Project Partnership") and the general
partner of BVT Development Partners XIV, Limited Partnership (the "Partnership"), in lieu of a formal
meeting of the Directors does hereby consent to the following actions.
WHEREAS, the Project Partnership owns and desires to sell certain property located in Miami -
Dade County, Florida located at or near the Coral Station Metrorail Station (the "Property"); and
WHEREAS, the Project Partnership has entered into a Purchase and Sale Agreement with Off
Brickell, LLC dated November 2, 2006 (the "Sale Agreement"); and
WHEREAS, the Sale Agreement requires the purchaser therein to submit a Major Use Special
Permit ("MUSP") application to the City of Miami, and the City of Miami has required that the MUSP.
application be executed and delivered by the Project Partnership;
WHEREAS, it is necessary for the President or Vice President of BVT Equity Holdings, a
Georgia corporation ("BVT Equity"), acting as a managing general partner of the Project Partnership, to
make, execute and deliver certain documents, instruments and agreements and to take certain action in
order to sell the Property, including without limitation execution of the MUSP application;
NOW, THEREFORE, be it resolved as follows:
1.
BE IT FURTHER RESOLVED THAT, the President or any Vice President, Secretary or
Treasurer of BVT Equity, on behalf of the Project Partnership, be and hereby is authorized and directed
to (i) negotiate, make, execute, accept delivery of and deliver the MUSP application and such deeds,
affidavits, contracts, assumptions, agreements, documents, leases certificates, notes, loan agreements,
mortgages and other instruments, including, without limitation, settlement statements, tax declarations,
affidavits, and any other sale documents necessary to the proposed sale of the Property, (ii) waive any
and all conditions contained in the Sale Agreement, whether self-imposed or otherwise, and (iii) take
any and all such further action, as the President or any Vice President of BVT Equity, in its capacity as a
general partner of the Project Partnership, may deem necessary or proper or convenient or desirable to
consummate the transactions contemplated by these resolutions or by the Sale Agreement, the receipt
and/or delivery of such documents to be conclusive evidence that the same is necessary or proper or
convenient or desirable and is authorized by the Partnership and the Corporation.
2.
BE IT FURTHER RESOLVED THAT, all actions heretofore taken by any officer of BVT
Equity, as general partner of the Project Partnership, in connection with the Sale Agreement are hereby
affirmed, ratified and approved.
WITNESS, the consent of sole director of B VT Development Corporation, effective as of the
day of April, 2007.
Haralon Sharfe
14539150.1
BVT EQUITY HOLDINGS, INC.
WRITTEN CONSENT IN LIEU OF
SPECIAL MEETING OF THE DIRECTORS
April , 2007.
The undersigned, being all of the Directors of BVT Equity Holdings, Inc., a
Georgia corporation (the "Corporation"), do hereby consent to and adopt in all respects the
following resolutions, and the resolutions adopted pursuant to such consent shall have the same
force and effect as if adopted by the vote of the undersigned at a properly called and convened
special meeting:
BE IT RESOLVED THAT, the Corporation approve that certain
Purchase and Sale Agreement dated November 2, 2006 between
Coral Station, Ltd., a Florida limited partnership (the
"Partnership"), as Seller therein and Off Brickell, LLC as
Purchaser (the "Sale Agreement") in its capacity as general partner
of the Partnership.
BE IT FURTHER RESOLVED THAT, that the President or any
Vice President, Secretary or Treasurer of the Corporation is
authorized to execute and deliver an application for a Major Use
Special Permit ("MUSP") on behalf of Purchaser, which
application is required to be submitted pursuant to the Sale
Agreement.
BE IT FURTHER RESOLVED THAT, the President or any Vice
President, Secretary or Treasurer of the Corporation, and each of
them is authorized and directed to do or cause to be done all such
acts or things and to execute and deliver, or cause to be executed
and delivered such documents and instruments as are necessary to
carry out the purposes of the Sale Agreement, including without
limitation the MUSP application;
BE IT FURTHER RESOLVED THAT, this Written Consent may
be executed in one or more counterparts, and all so executed shall
constitute one Written Consent, binding upon all of the Directors,
notwithstanding that all of the Directors are not signatory to the
original or same counterpart.
14538959. i
FURTHER RESOLVED THAT, these resolutions shall continue in
full force and effect and may be relied upon by any party until
receipt or written notice of any change therein.
IN WITNESS WHEREOF, the undersigned have executed this Written Consent
to be effective as of the date first above written.
Hara n Scharf
Stephan'Sahuel r,Director
L/Ui1i
Christian Duerr, Director
Dietmar Binkowska, Director
- 2 -
14538959.1