JOINT RESOLUTION APPROVING THE TRANSFER, SALE OR ASSIGNMENT OF THE CONTROLLING INTEREST IN THE CAPITAL STOCK OF ASIAN SPIRIT, INC.(NOW ZEST AIRWAYS, INC.) TO THE GROUP OF ALFREDO M. YAO AND THE SUBSEQUENT TRANSFER, SALE OR ASSIGNMENT OF THE CONTROLLING INTEREST IN THE CAPITAL STOCK OF ZEST AIRWAYS, INC TO AIR ASIA, INC.