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BOARD RESOLUTION OF [YOUR COMPANY NAME]
APPROVING AMENDMENT TO BY-LAWS AND AMALGAMATION



The following special resolution signed by the shareholders of [YOUR COMPANY NAME] (the Corporation), under the provisions of the [YOUR COUNTRY LAW] of [COUNTRY], whereby a resolution in writing signed by all the shareholders entitled to vote thereon shall be as valid as if it had been adopted at a meeting, is hereby adopted and the present resolution shall be deemed to have been adopted as of [DATE].

APPROVAL OF AMALGAMATION

WHEREAS all of the issued and outstanding shares of the Corporation and [COMPANY NAME] (Service Provider) are owned by [INDIVIDUAL NAME];

WHEREAS the Corporation and Service Provider have decided to amalgamate pursuant to the [YOUR COUNTRY LAW] of [COUNTRY Business Corporations Act];

RESOLVED:

THAT the amalgamation of the Corporation and Service Provider under the [YOUR COUNTRY LAW] of, be and the same is hereby approved;

THAT the Corporation enter into an amalgamation agreement with Service Provider pursuant to the [YOUR COUNTRY LAW] of [COUNTRY] providing for the terms and conditions upon which Service Provider and the Corporation shall be amalgamated, substantially in the form of Schedule [SPECIFY] hereto;

THAT the articles of amalgamation of the amalgamated corporation shall be in the form of Schedule [SPECIFY] hereto, which are substantially similar to the articles of incorporation of Service Provider;
THAT upon the issuance of a Certificate of Amalgamation pursuant to the [YOUR COUNTRY LAW] of [COUNTRY], the [NUMBER] issued and outstanding Class A share of the capital stock of the Corporation at the date hereof, be and the same is hereby converted into [NUMBER] issued and outstanding Class A common share in the capital stock of the amalgamated corporation;

THAT subject to the issuance of such Certificate of Amalgamation, the stated capital of the issued and outstanding Class A share of the Corporation shall be added to the stated capital of the issued and outstanding Class A common shares of Service Provider, and shall be attributed to the Class A common shares of the amalgamated corporation;

THAT the by-laws of the amalgamated corporation shall be the by-laws of Service Provider;

THAT the sole director of the amalgamated corporation shall be [INDIVIDUAL NAME];

THAT any officer or director of the Corporation be and he is hereby authorized to sign articles of amalgamation substantially in the form of the articles of amalgamation, annexed to this resolution as Schedule [SPECIFY] and initialed by the President of the Corporation for identification;

THAT any officer or director be and he is also authorized to sign the Amalgamation Agreement and such other documents and to do such things as he, in his discretion, may deem necessary or advisable to give effect to this resolution.


It is hereby certified by the undersigned that the foregoing resolution was duly passed by the Board of Directors of the above-named Company on the [DAY] day of [MONTH, YEAR], in accordance with the Memorandum or By-Laws and Articles of Incorporation of the Company and the laws and by-laws governing the Company and that the said resolution has been duly recorded in the Minute Book and is in full force and effect.



          
[DIRECTOR]



          
[DIRECTOR]



          
[DIRECTOR]


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