EFTA01273255.pdf

Corporate Resolutions
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WHEREAS, The Corporation seeks to benefit from opening and maintaining one or more securities, loan and/or guarantee accounts at UBS
financial Services Inc. ("UBS").
NOW, THEREFORE, BE IT RESOLVED THAT:
a
I) The Corporation is authorized to establish with UBS one or more accounts for the purchase and sale of securities, money, stocks, options, bonds. notes,
futures contracts, commodities, commercial paper, certificates of deposit and other ottigations, contracts, all other property usually and customarly dealt in
by brokerage firms, the estabishment of credit and/or the guarantee of another person's a entity's obligations (the 'Account'). UBS is designated an agent
of the Corporation for property of any nature and is authorized to receive, hold and delver any funds, securities or other property within or without the
United States, registered in or transferred into the name of UBS or its tunnies) or the name of one a more custodians or nominees thereof. UBS may
either directly or through custodians retain unregistered securities or deposit the certificates representing such securities, in but with a central certificate
depositary, so that transfer of ownership of such securities may be made by bookkeeping entry on the books of such depositary.
2) The Corporation is authorized to use the Account(s) and services offered by UBS to (a) sell short, (b) trade on margin, (c) borrow and/or obtain credit
(including al manner of credits and/or letters of awe) horn time to time from UBS and guarantee obligations of others to UBS. In United States deters or
any foreign currency (d) effect UBS Card transactions, (e) contract for any and al investment management and advisory services that U8S now a hereafter
provides and delegate &cation to UBS or to a sub-advisor in connection with such services and () pledge, mortgage, assign or subject to a security Interest
or lien any property of any sort of the Corporation as security for any liability of the Corporation.
3) Each of the corporate officers or authorized representatives named in the spaces below (each, together with persons designated under resokrtion number
a below, hereinafter called an 'Authorized Person") are authorized individually, without counter signature or co-signature, to act on behalf of the
Corporation and UBS Is authorized, but not oblgated, to deal with each Authorized Person, Incheidually in connection with al aspect of the Account(s), to
(a) open the Accounts) and, with respect to the Account), to execute on behalf of the Corporation any and all relevant documents, and to deal with L106
with no limits as to amount Off obtain al such services as 1185 shat offer. Including but not limited to the services set forth under resolutions number 2 and
5 and to purchase and sell and enter into any transaction whatsoever in connection with the Account(s) and the propely therein, and (c) bind the
Corporation In respect of any agreements entered Into pursuant to Douse (a) or (b) of this third resolution, and (d) the said Authorized Persons acting as
above specified are authorized for the current taxable year and all future years until this resolution is revoked a modified or the Account(s) Ware closed to
execute and denier to Ull5 on behalf of the Corporation any and at tax forms and other tax-related documents related to an Account of this Corporation
Oncluding without limitation U.S. internal Revenue Service Forms W-8 and W-9, as applicable. and any documents relating thereto) and, to make
certifications or representations under penalty of perjury on behalf of the Corporation that are requited by such forms or documents. These resolutions
supersede any previous resolutions of the Corporation presented to UBS Financial Services Inc regarding the Account).
4) The Authorized Persons acting as above specified are authorized to appoint one or more attorneys-in-fact or agent to act on behalf of the Corporation in
the same capacity as set forth above, and are authorized to execute and deliver to UBS any powers of attorney or other documents to effect or evidence
such Appcintment
5) UBS is authorized, but not obligated, to deal with each Authorized Person individuaay, as follows, subject to the Corporation having completed
documentation relating to the relevant products and services and subject to 1185 policy and practice as in effect from time to time:
a) to accept all orders for purchases and sales and all instructions of any nature whatsoever In connection with the Account(s) which WS believes
In good faith to have been or inated by en Authorized Person, *tether given verbally, in writing. or via electronic or other coreinunications, as
the action of the Corporation iwgi thout Emit or further inquiry;
0) to recewe any funds, securities or other property for the Account(s) of the Corporation: to receive drafts, checks or other hinds or property
delvered to It for deposit for the Account(s) of the Corporation, whether or not endorsed with the name of the Corporation by rubber stamp,
famirnie, mechanical, manual or other signature, and any such endorsement by whomsoever affixed shall be the endorsement of the Corporation,
or otherwise endoreed, or unendorsed, provided that if any such Item that bear, or be accompanied by directions thy whomsoever made) for
deposit to a specific account then such deposit shat be to stilt specific account: and to honor written instructions horn each Authorized Peron
to deliver either in bearer form, In street certificates. In any names or In any other manner arty funds, secretes a other property held for the
Account(s) of the Corporation;
c) to honor instructions from each Authorized Person to write checks, drafts, instruments, instructions or orders for the payment or withdrawal of
funds drawn on the Account(s) or payable to the order of the Corporation ("Payments') without limit as to amount without Inquiry, including
Payment to the order of or in favor of any person who authorized the Payment or any other officer, authorized representative or agent of the
Corporation, and UBS, its subsidiaries and affiliates shall not be liable for any disposition which arty such officer, authorized representative a
agent shall make of al or any part of any Payment notwithstanding that such Payment may be for the personal account or benefit or in payment
of the individual obigation of any such officer, authorized representative or agent to UBS. or otherwise;
d) to open deposit accounts in foreign currencies with any depositary to purchase, sell, transfer, or dispose of for present or futuu delivery foreign
moneys, creels or exchange on deposit or otherwise and al merrier of instruments representative thereof by endorsement or otherwise. and to
execute and deliver any agreements or instrument relating to any such transactions:
6) My and all actions previously taken with respect to matters provided for by these resolutions are hereby ratified, confirmed and approved?;,
7)118S. its subsidiaries and affiliates are authorized to rely upon the authority conferred by these resolutions and upon any certification Own in accordance
with these resolutions unless and until UBS receives written notice of an amendment modification or revocation of these resolutions. In the event that 1185
for arty reason, is uncertain as to the continuing effectiveness of the authority contend by these resolutions or any other resolutions of the Corporation or
the authority of any Authorized Person, UEIS may refrain horn taking any action with respect to the Account(s) until such time as it is satisfied as to its
authority.
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g. 8) In consideration of UBS and any of Its subsifaries or affiliates acting In relance upon these resolution a any certification by the Secretary, they shad be
fully protected in so acting and the Corporation agrees to indemnify and saw harmless UBS and any of it subsidiaries or aftliates from and against any and
al loss, damage. Bability, claims and expenses including legal fees arising out of their so acting or its refraining from taking any action.
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9) The Secretary or an Assistant Secretary Of the Corporation is authorized and directed to certify to UBS and any of its subsidiaries or affiliates:
8 a) that these resolutions have been duly adopted, are in NI force and effect and an in accordance with the charter and by4aws of the
Corporation;
b) the identities and specimen signatures of the Corporation's Authorized Persons and, from time to time hereafter, such changes as may occur In
the identities of such Authorized Persons es such changes are made; and
ATTENTION TRANSFER AGM
10) Any Authorized Person is fully authorized and empowered to transfer, convert endorse, set, assign, set over and deliver any and all shares of stocks,
bonds, debentures, notes, subscription warrant, stock purchase warrant, evidence of Indebtedness, or other securities now or hereafter standing in the
name of or owned by the Corporation, and to make, execute and deliver, under the corporate seal of the Corporation a otherwise, any and all written
instruments of assignment and transfer necessary a proper to effectuate the authority hereby conferred.
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 Corporation in office at the date of such certificate and such certificate shall set forth these
resolutions and shall slate that these resolutions are in full force and effect, and shall also set forth the names of the persons who are then officers or
authorized representatives of the Corporation, then al persons to whom such instrument with the annexed certificate shall thereafter come, shag be entitled.
without further Imply 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 other securities named in such instrument were theretofore duly and properly transferred, endorsed. sold, assigned, set over and denoted by the
Corporation, and that with respect to such securities the authority of these resolutans and of such officers or authorized representatives is still in full face
and effect
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The undersigned, as the Secretary of TerraMar Project Inc.. a ("Corporation') corporation duly organized and misting under the laws of Delaware, hereby
certifies that the foregoing resolutions were duly adopted by the Board of Directors at a duly ailed meeting or by unanimous consent and the resolutions
remain In full force and effect and are in accord with and pursuant to the Corporation's charter, by4aws and applicable law, and the Corporation is in good
standing under at applicable state laws.
I further certify that the persons listed above are duly elected or appointed qualified officers or authorized representatives of the Corporation, hold in the
Corporation the respective positions incicated above and that set forth opposite each respective name is the true and correct signature of such person.
Tv, nifeCi31444-t day
WITNESS my hand and Emilo( the Corporation at TeemMori c. i.je
apt Nann atty) .20i .
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