Legal Special Resolutions Form

LEGAL SPECIAL RESOLUTIONS FORM

This Special Resolution is made on by the undersigned parties: Company Name: Registration Number: , Registered Office: ; and Member Name: , Address: .

RECITALS

WHEREAS, the board of directors or the requisite class of members of the Company convened a meeting on (the Meeting) for the purpose of considering certain matters requiring a special resolution;

WHEREAS, notice of the Meeting was given in accordance with the articles of association and applicable law and a quorum was present or duly waived; and

WHEREAS, the parties wish to record the special resolutions adopted at the Meeting and to authorize steps necessary to effectuate the matters resolved herein.

NOW THEREFORE

NOW THEREFORE BE IT RESOLVED, that the following special resolutions are hereby adopted and approved by the parties in accordance with the Company's articles of association and governing law:

1. SPECIFIC RESOLUTIONS

The parties resolve, by special resolution, to approve the actions indicated below. Select applicable resolutions and provide details where requested:

Amend Articles of Association — Particulars:

Change Registered Office Address — New Address:

Authorize Issuance/Allotment of Shares — Details:

Approve Major Transaction, Sale or Merger — Description:

2. EFFECTIVE DATE

Unless otherwise specified in the text of a particular resolution above, each resolution adopted hereby shall take effect on .

3. VOTING RESULT

The result of the vote on the foregoing special resolutions is recorded as follows:

4. AUTHORITY TO IMPLEMENT

The Company appoints and authorizes any director or officer named below to execute and deliver all documents, instruments and notices and to take all actions necessary or desirable to carry into effect the foregoing resolutions, including the execution of filings with governmental authorities and the amendment of corporate records.

5. NOTICES

Any notice, request or other communication required or permitted under these resolutions shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice:

6. AMENDMENTS AND WAIVER

No amendment or waiver of any provision of these resolutions shall be effective unless made in writing and signed by the parties holding the requisite authority under the Company's constitutional documents and applicable law. A failure or delay to enforce any provision shall not constitute a waiver of that provision.

7. GOVERNING LAW

These resolutions shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation of the Company, without regard to conflict of laws principles.

8. ENTIRE AGREEMENT

These resolutions constitute the entire written record of the special resolutions adopted at the Meeting and supersede any prior oral or written agreements or understandings with respect to the subject matter hereof.

9. SEVERABILITY

If any provision of these resolutions is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

10. COUNTERPARTS

These resolutions may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic means shall be effective for all purposes.

CERTIFICATION

I hereby certify that the foregoing are true and correct copies of the special resolutions duly adopted by the requisite vote at the Meeting described above and that such resolutions remain in full force and effect as of the date of my signature below.

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