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US_ACTIVE\121826289\V-1
BE IT FURTHER RESOLVED, that all of the acts and transactions relating to
matters contemplated by the foregoing resolutions of the Company’s management,
advisors and members of the Board, in the name and on behalf of the Company, which
acts would have been approved by the foregoing resolutions except that such acts were
taken prior to the execution of these resolutions, are hereby in all respects confirmed,
approved and ratified.
C. Retention of Advisors:
WHEREAS, the Board has determined, in the good-faith exercise of its
reasonable business judgment, that it is desirable and in the best interests of the
Company, and its creditors, shareholders, employees, and other interested parties to
employ the law firm of Dentons US, LLP as general bankruptcy counsel to the Company
to represent and assist the Company in carrying out its duties under the Bankruptcy Code,
and to take any and all actions to advance the Company’s rights, including filing and
pleading, and in connection therewith, the Company is hereby authorized and directed to
execute appropriate retention agreements, pay appropriate retainers prior to and
immediately upon the filing of the chapter 11 case, and to cause to be filed an appropriate
application for authority to retain the services of Dentons US, LLP;
WHEREAS, the Board has determined, in the good-faith exercise of its
reasonable business judgment, that it is desirable and in the best interests of the Company
and its creditors, shareholders, employees, and other interested parties to engage FTI
Consulting, Inc. (“FTI Consulting”), including those within its employ necessary for it to
perform its duties, as financial consultant for the Company in connection with the chapter
11 case, subject to bankruptcy court approval;
WHEREAS, the Board has determined, in the good-faith exercise of its
reasonable business judgment, that is desirable and in the best interests of the Company
and its creditors, shareholders, employees, and other interested parties to engage
Pachulski Stang Ziehl & Jones LLP as local counsel in Delaware for the Company in
connection with the chapter 11 case, subject to bankruptcy court approval; and
WHEREAS, the Board has determined, in the good-faith exercise of its
reasonable business judgment, that is desirable and in the best interests of the Company
and its creditors, shareholders, employees, and other interested parties to engage
Kurtzman Carson Consultants LLC as claims agent for the Company in connection with
the chapter 11 case, subject to bankruptcy court approval; and
NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers be, and
each of them hereby is, authorized and directed, on behalf of and in the name of the
Company, to engage Dentons US LLP as general bankruptcy counsel for the Company in
connection with the chapter 11 case, subject to bankruptcy court approval;
BE IT FURTHER RESOLVED, that the Authorized Officers be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the Company, to
Case 22-10584 Doc 1 Filed 06/30/22 Page 8 of 23