PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP FORM OF XYZ, INC. Consent in Lieu of First Meeting of Board of Directors

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1 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP FORM OF XYZ, INC. Consent in Lieu of First Meeting of Board of Directors The undersigned, being the sole Director of XYZ, Inc., a New York corporation (the Corporation ), hereby consents, pursuant to section 708(b) of the Business Corporation Law of the State of New York (the Business Corporation Law ), to the adoption of the following resolutions taking or authorizing the actions specified therein: 1. Ratification of Actions of Sole Incorporator. RESOLVED, that the Instrument of Organization by Incorporator, dated,, a copy of which has been presented to the sole Director of the Corporation, and all actions otherwise taken by the sole incorporator in organizing the Corporation, be, and each of them hereby is, approved, ratified and confirmed in all respects. 2. Adoption of Certificate of Incorporation. RESOLVED, that a copy of the Certificate of Incorporation of the Corporation, dated,, certified by the Department of State of New York as being a true and correct copy of such Certificate of Incorporation of the Corporation as filed with such Secretary, be filed in the minute book of the Corporation preceding these minutes, and that such Certificate of Incorporation be, and the same hereby is, approved and adopted as the Certificate of Incorporation of the Corporation. 3. Board of Directors. fixed at one. RESOLVED, that the number of directors of the Corporation is

2 2 4. Election of Officers. RESOLVED, that the following persons are elected to the offices set forth opposite their respective names below, each to serve in accordance with the By-laws: Name [Name] [Name] Office President, Chairman of the Board and Treasurer Secretary 5. Corporate Seal Adopted. RESOLVED, that the form of seal presented to the Board of Directors of the Corporation, an impression of which has been made in the margin hereof, is approved and adopted as the corporate seal of the Corporation. 6. Form of Certificate to Represent Common Shares Adopted. RESOLVED, that the form of certificate to represent Common Shares of the Corporation, par value one cent ($0.01) per share, a specimen of which is annexed as Exhibit A to the Consent by which this resolution is adopted, is approved and adopted as the form of certificate to represent such shares; 7. Executive Office Established. RESOLVED, that the executive office of the Corporation be established at [Address]. 8. Filing of Tax Certificate Authorized. RESOLVED, that the President or Secretary of the Corporation is authorized to prepare, execute, and file on behalf of the Corporation the certificate required by Section 275-a of the Tax Law ( Tax Law ). 9. Fiscal Year Adopted. RESOLVED, that the fiscal year of the Corporation shall terminate on the last day of December in each year.

3 3 10. Initial Issuance of Shares Approved. RESOLVED, that the Corporation be, and it hereby is, authorized to issue one hundred (100) Common Shares, par value one cent ($0.01) per share, to [Name] for an aggregate consideration of one dollar ($1.00) and that the President and any other officer of the Corporation designated by the President be, and each of them hereby is, authorized to do all things necessary to effect such issuance in accordance with this resolution, and that all of such shares when so issued shall be fully paid and, subject to Section 630 of the Business Corporation Law, non-assessable. 11. Depositary of Corporation s Funds Selected. RESOLVED, that any officer of the Corporation be, and hereby is, authorized to open and operate such bank account or accounts in the name of the Corporation with such institution or institutions as he or she may from time to time determine; that such officer may designate the authorized signatory(ies) for such accounts including any related checks, notes, bills, withdrawals or other payments into or from such accounts; and that such officer be, and hereby is, authorized to execute on behalf of the Corporation any documents or instruments incidental to the foregoing. 12. Small Business Corporation Elections Authorized. RESOLVED, that the Corporation elect, under redesignated section 1362(a) of the Internal Revenue Code of 1986, as amended to date, to be treated as a small business corporation for income tax purposes, and that any officer of the Corporation is authorized and directed to prepare, execute and deliver an Election by a Small Business Corporation, on Form 2553, to the appropriate Internal Revenue Service Center and, if the President of the Corporation deems it desirable so to do, to execute and deliver a similar election under section 660 of the Tax Law on Form CT Procurement of Corporate Books and Records. RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to procure all necessary corporate books and records and to open and maintain stock transfer books in accordance with the laws of the State of New York. 14. Organization and Incorporation Costs. RESOLVED, that the Treasurer of the Corporation be, and hereby is, authorized and directed to pay and discharge all taxes, fees and other expenses

4 4 heretofore incurred or to be incurred incident to, and necessary for, the incorporation and organization of the Corporation and to reimburse the sole incorporator and all other persons for all expenditures heretofore made by them in such connection. 15. General Authorization. RESOLVED, that the President and any other officers of the Corporation designated by the President be, and each of them hereby is, authorized, empowered, and directed to take all such further action to execute, deliver, certify and file all such further instruments and documents, in the name and on behalf of the Corporation and under its corporate seal or otherwise, and to take all such actions as such officers or any of them shall approve as necessary or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions. Dated:, [Name of Director]

5 5 Exhibit A Specimen of Common Share Certificate

Form: Action by Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting (Delaware Corporation) Description:

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