SECRETARY’S CERTIFICATE

NAME, of legal age, Filipino, with address at_________________, being the

duly appointed Corporate Secretary of COMPANY NAME (the “Corporation”),
with principal office address at __________________, hereby deposes and states
that:

1. At the special meeting of the Board of Directors held on_________________,

at which a majority of the members of the Board was present, the following
resolution was approved:

“RESOLVED, That subject to the approval of the

Stockholders and of all relevant government authorities, the Board
of Directors of the Corporation hereby authorizes the Corporation
to shorten its corporate term to end as of December 31, 2011 and
in this connection, the Fourth Article of the Articles of
Incorporation of the Corporation shall be amended to read as
follows:

‘FOURTH: That the term for which the

corporation is to exist shall be until December 31,
2011.’” (Changes underscored)

2. At the special meeting of the Stockholders held on _________________

immediately after the meeting of the Board of Directors, the following resolution
was approved by the stockholders owning or representing at least two-thirds
(2/3) of the outstanding capital stock of the Corporation:

“RESOLVED, That subject to the approval of all relevant

government authorities, the Stockholders of the Corporation
hereby approve, confirm and ratify, the shortening of the corporate
term of the Corporation to end as of December 31, 2011 and in
this connection, the Fourth Article of the Articles of Incorporation
of the Corporation shall be amended to read as follows:

‘FOURTH: That the term for which the

corporation is to exist shall be until December 31,
2011.’” (Changes underscored)
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IN WITNESS WHEREOF, this Certificate has been signed this ____ day of
January, 2012 in Makati City.

NAME
Corporate Secretary

SUBSCRIBED AND SWORN to before me this ________________ in Makati

City, affiant exhibiting to me her Driver’s License No. ________valid
until_____________. The affiant is personally known to the Notary Public.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2012.