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CONFIRMATION OF BY-LAW OF AMALGAMATION



This Confirmation of By-Law of Amalgamation (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [FIRST SHAREHOLDER NAME] (the "First Shareholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]

AND:  [SECOND SHAREHOLDER NAME] (the "Second Shareholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]

AND:  [THIRD SHAREHOLDER NAME] (the "Third Shareholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


The following resolutions signed by all the shareholders of [YOUR COMPANY NAME], (the Company), under the provisions of the Companies Act of [STATE/PROVINCE], 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].

WHEREAS a By-Law of Amalgamation, in the form annexed hereto as Schedule A, was enacted by the directors of the Company by signed resolution of the board of directors dated as of [DATE] approving the Amalgamation Agreement between [COMPANY NAME] and the Company dated [DATE] and authorizing the amalgamation of the Company with [COMPANY NAME] and the filing of articles of amalgamation;

WHEREAS a copy of the text of the By-Law of Amalgamation has been delivered to the shareholders of the Company for their consideration;


RESOLVED:

THAT the By-Law of Amalgamation, providing for the amalgamation of the Company and [COMPANY NAME], as enacted by the directors on [DATE] and in the form annexed hereto as Schedule A be and it is hereby confirmed, sanctioned and ratified, without variation.


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.

COMPANY            FIRST SHAREHOLDER

                          
Authorized Signature  Authorized Signature


                          
Print Name and Title  Print Name and Title


SECOND SHAREHOLDER        THIRD SHAREHOLDER


                          
Authorized Signature  Authorized Signature


                          
Print Name and Title  Print Name and Title


















SCHEDULE A 
BY-LAW OF AMALGAMATION

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