REPUBLIC OF THE PHILIPPINES)

Province of Cebu) S.S.

Municipality of Consolacion)

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SECRETARY'S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, APRIL ROSE CAWIT, the undersigned Corporate Secretary of CASCINA DEL SOLE INC., a
domestic corporation duly organized and existing under and by virtue of the laws of the
Republic of the Philippines, DO HEREBY CERTIFY that at a special meeting of the Board of
Directors of said corporation held at its principal office in Block 23, Lot 29, Seattle Street, Cebu
Royale, Consolacion, Cebu, Philippines on _____________, duly called for the purpose, a
quorum being present and acted throughout, the following resolutions were unanimously
adopted, and are now in full force and effect, to wit:

"RESOLVED, in view of the need for the corporation for fresh capitalization for its
operational needs, that Corporation is issuing new shares representing seventy-
five percent (75%) of the authorized capital stock or 750 shares.”

"RESOLVED, FURTHER, that in consideration of the pre-emptive rights of the

registered stockholders, said registered stockholders shall be given thirty (30)
days from this resolution to exercise their pre-emptive rights to purchase said
shares, otherwise they have deemed waive to exercise the same and the
corporation would be construed as authorized to offer the same to qualified
individuals."

"RESOLVED, FURTHER, that the registered stockholders are given the option to
waive their pre-emptive rights prior to the exhaustion of the thirty (30) day
deadline by executing a waiver."

"RESOLVED, FURTHER, that the Corporate Secretary is directed to effect notice

of this resolution to all stockholders of record so as to inform them of the new
issuance of shares and their option to exercise their pre-emptive rights."

I FURTHER CERTIFY that the above resolutions have not been repealed, revoked or
otherwise modified, and continue to be in full force and effect.

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at

_____________, Philippines.

APRIL ROSE CAWIT

CORPORATE SECRETARY
SUBSCRIBED AND SWORN TO before me this _____ day of _________ at
_____________________, affiant exhibiting to me his Community Tax Certificate No.
______________ issued on ___________________ in _________________ and his
Passport/Driver License No. _______________, which will expire on _____________________.

Doc. No. _________;

Page No. _________;
Book No. _________; NOTARY PUBLIC
Series of __________.