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1 ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER AND MANAGER OF PRECISION JOBS. LLC The undersigned, being the sole member and manager (the "Member") of Precision Jobs, LLC (the "Company"), a Delaware limited liability company and wholly-owned subsidiary of the Member, hereby consents to the following resolution in accordance with the Delaware Limited Liability Company Act, 6 Del. C. Section , el seq., and the Limited Liability Company Agreement of the Company: WHEREAS, the Member has considered the financial and operational conditions of the Company s business; WHEREAS, the Member has reviewed the historical performance of the Company, the market for the Company s products and services, and the current and long-term liabilities of the Company; WHEREAS, the Member has reviewed, considered, and received the recommendations and the advice of the Company s professionals and advisors with respect to potential avenues for relief that are available to the Company, including the possibility of pursuing a restructuring that contemplated an orderly liquidation of the Company s business and assets under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"); RESOLVED, THEREFORE, that in the business judgment of the Member after consideration of the alternatives presented to it and the recommendations of the Company s professionals and advisors that.it is in the best interests of the Company, its creditors members and other interested parties, that a voluntary petition be filed by the Company under the provisions of Chapter 7 of the Bankruptcy Code; and it is FURTHER RESOLVED, that the Company is hereby authorized to execute and file all petitions, schedules, lists and other papers or documents, and to take any and all action which it deem necessary or proper to obtain such relief; and it is FURTHER RESOLVED, that the Company be, and hereby is, authorized and directed to employ the law firm of Pachuiski Stang Ziehi & Jones LLP ("Pachulsid Stang") as general bankruptcy counsel to assist the Company in filing under Chapter 7 of the Bankruptcy Code; and it is FURTHER RESOLVED, that the Company is authorized, empowered and directed to take any and all further action and to execute and deliver any and all such further instruments and documents and to pay all such expenses (to the extent necessary), where necessary or appropriate in order to carry out fully the intent and accomplish the purposes of the resolutions adopted herein; and it is FURTHER RESOLVED, that all actions taken by the Company prior to the date hereof in connection with the possible reorganization and/or liquidation of the Company or any matters related thereto, or by virtue of these resolutions, are hereby in all aspects ratified, confirmed, and approved; and it is DOCS_DE:

2 IN WMM VBBRWF, do =d=wgood sole member snd manger bu amutod this written consent by Its du]y nuthorized officer en of June STUDIOS, LLC Willism C. Thornss President end QdofOperaling Officer DOD!11O

3 IN THE UNTIED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Inre: Cbflcr7 Precision Jobs, LLC, ) Case No. 12- () In accordance with Rule 1007(aX1) of ihe Federal Rule, of Bankruptcy Procedure, William C. Thomas, the President of Precision Jobs, LLC, the above.captioned debtor (the 9)cbtor"), hereby states that the following cntlty and/or Individual directly or Indirectly owns 30% or more of the Debtor s equity Interests: 38 Studies, LLC Curtis Schillhxig Datcd: June I declare under penalty ofpesuiy that the foregoing h tr ue and corregi, President of Precision Jobs, LLC MwDvbWlalhhcwkftwWcoJcb4LLC. The Debtor doss not bare a federal iss Idsuilfucadun number. The Debtois eddies. fm One Enxpfrc Plase, Pro4dec,, RI oocsrn.i 637UO41

4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Precision Jobs, LLC, ) ) Debtor. ) Chapter 7 Cue No. 12- ( ) ) DISCLOSURE OF COMPENSATION OF ATFORNEY FOR DEBTOR 1. Pursuant to II U.S.C. 329(a) and Fed. Bankr, P. 2016(b). I certify that lam the attorney for the above-named debtor(s) and that compensation paid to me within one year before the filing of the petition in bankruptcy, or agreed to be paid to me, for services rendered or to be rendered on behalf of the debtor(s) in contemplation of or in connection with the bankruptcy case is as follows: For legal services, I have agreed to accept...$35,000* Prior to the fling of this statement I have received...$36,224** BalanceDue...$ 0 * This payment is for the legal services provided, and to be provided, to the above-captioned debtor, and its three affiliates, 38 Studios, LLC, 38 Studios Baltimore, LLC, and Mercury Project, LLC, each of which filed contemporaneous chapter 7 petitions. The payments made to counsel were earned upon receipt. Nevertheless, the fee paid to counsel pre-bankruptcy for this chapter 7 representation is not a fiat rate or a fixed fee and counsel reserves the right to seek additional compensation in this case alter notice and a hearing. ** Amount includes the $306 filing fee for each of the four Chapter 7 debtors. 2. The source of the compensation paid to me was: O Debtor 0 Other (specify) Affiliated Debtor 38 Studios Baltimore, LLC 3. The Source of compensation to be paid to me is: N/A The Debtor In this case is Precision Jobs, LLC. The Debtor does not have a federal tax identification number. The Debtor s address is: One Empire Plaza, Providence, Ri DOCS_DE:

5 U Debtor 0 Other (specify) 4. 0 I have not agreed to share the above-disclosed compensation with any other person unless they are members and associates of my law firm. o I have agreed to share the above-disclosed compensation with a other person or persons who are not members or associates of my law firm. A copy of the agreement, together with a list of the names of the people sharing in the compensation, is attached. 5. In return for the above-disclosed fee, I have agreed to render legal service for all aspects of the bankruptcy case, including: a, the preparation of the petition, schedules of assets and liabilities, statement of financial affairs, schedule of income and expenditures, lists of creditors and equity security holders, statement of executory contracts and unexpired leases, and muster mailing list; b. appearance at the meeting of creditors pursuant to section 341(a) of the Bankruptcy Code; and c. otherwise advise the Debtor regarding its rights and responsibilities as a debtor under Chapter 7 of the Bankruptcy Code and the Bankruptcy Rules. 6. By agreement with the debtor(s), the above-disclosed fee does not include the following services: a. appearances before any court or agency, other than the Bankruptcy Court or appellate courts on issues related to the bankruptcy, with respect to matters, which are, in essence, disputes involving issues of non-bankruptcy law, or the provision of substantive legal advice outside the insolvency area, unless we agree to represent the Company in such matters; and b, advice or representation regarding matters of taxation, labor, securities, ERISA, probate/estate planning, criminal, or other non-bankruptcy or nondebtor/creditor specialties of the law. DOCS.DE:

6 CERTIFICATION I certify that the foregoing is a complete statement of any agreement or arrangement for payment to me for representation of the debtor in this bankruptcy proceeding. Dated: June 7_,2O12. ZIEHL & JONES LLP David M. Bertenthal (CA Bar No ) Curtis A. Helm (DE Bar No. 4264) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) dbertenthalps4law.com chehn'pszjlaw.com Counsel for Precision Jobs, LLC DocSDE:18O

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