Guide to Corporate Records

SHAREHOLDERS RESOLUTIONS OF {NAME OF COMPANY} (the “Company”)

Delete if no class vote included in this resolution Pursuant to the Business Corporations Act, the undersigned, being all of the shareholders of the Company, by signing these resolutions, in our capacity as the holders of shares of each Class entitled to vote on the matters herein, adopt the following resolutions and by so doing render the same as valid and effectual as if passed at a meeting of shareholders duly called and constituted.

RESOLVED AS A SPECIAL RESOLUTION  if no class vote included in this resolution delete  AND A SPECIAL SEPARATE RESOLUTION THAT:

1. The Company convert from an unlimited company to a limited liability company.

2. The name of the Company be changed from {PRESENT NAME OF THE COMPANY} to {NEW NAME OF THE COMPANY}.

3. The Articles and Notice of Articles of the Company be altered accordingly.

4. The Notice of Articles of the Company be altered by deleting from it the following statement:

“ The shareholders of this Company are jointly and severally liable to satisfy the debts and liabilities of this Company to the extent provided in section 51.3 of the Business Corporations Act.”

5. Insert each alteration from the individual resolutions

6. Any director or officer of the Company be authorized and directed to sign all documents, including a Notice of Alteration, and to do all things necessary or desirable to effect such alteration.

7. The Company hereby appoints { Name of Law Firm} to act as its agent for filing the Notice of Alteration as set out in paragraph 7 above.

8. The transformation from an unlimited liability company to a limited liability company and the alteration to the Articles of the Company referred to above does not take effect until the Notice of Alteration has been filed with the Registrar of Companies and takes effect.

Effective date: {Date}

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{NAME OF VOTING SHAREHOLDER}

Add paragraph below if there is one or more non-voting classes of shares entitled to vote on the resolution and no special separate class resolution is prepared- repeat for each non-voting Class

The foregoing Special Resolutions and Special Separate Resolutions are hereby consented to by every shareholder of the Company holding Class {X} shares of the Company who would have been entitled to vote in person or by proxy at a meeting of the holders of such class of shares of the Company.

{NAME OF CLASS X SHAREHOLDER}