REPUBLIC OF THE PHILIPPINES )

City of Manila ) S.S.

x-----------------------x

SECRETARY'S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of WAYNE

MERCHANDISING, 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 221B Baker Street, Manila,
Philippines on 18 April 2017, duly called for the purpose, a quorum being
present and acted throughout, the following resolution was unanimously
adopted, and are now in full force and effect, to wit:

"RESOLVED, as it is hereby RESOLVED, to name, constitute

and appoint ATTY. RAZNA I. MANO, with office address at
4856 Albuquerque Street, Manila, Philippines, to be the true
and lawful Attorney-in-Fact of the corporation at all the
hearings, proceedings, pre-trial conference, mediation and
juridical dispute resolution proceedings and all incidents of the
case entitled "Wayne Merchandising, Inc., Plaintiff versus Sara
Lance, Defendant" pending in the Regional Trial Court, Branch
164, Manila City, docketed as Civil Case No. 289068, on such
date or dates as may be agreed upon by the parties of directed
by the Honorable Court with full and special power and
authority (A) to enter into an amicable settlement, (B) to submit
to alternative modes of dispute resolution, including but not
limited to mediation and judicial dispute resolutions, (C) to enter
into stipulations or admissions of facts and of documents, and
(D) to exercise acts enumerated under Section 2 of Rule 18 of
the Revised Rules of Court;

"RESOLVED FURTHER, to authorize Atty. Razna I. Mano to

cause the preparation, execute and sign pleadings, motions,
memoranda and such other documents as may be needed in
the course of the trial, as well as to submit and present
evidence in behalf of the corporation;

"RESOLVED FINALLY, to give and grant unto Atty. Razna I.

Mano full power and authority to do and perform all and every
act and thing whatsoever requisite and necessary to be done in
and about the premises and hereby ratifying and confirming all
that the said attorney-in-fact shall lawfully do or cause to be
done by virtue of this special power and authority granted."

1
 IN WITNESS WHEREOF, I have hereunto affixed my signature this
19 April 2017 at the City of Manila, Philippines.

CHRISTINA GALLAGHER
Corporate Secretary

ATTESTED TO BY:

DIANA PRINCE
President

SUBSCRIBED AND SWORN to before me, this 19 April 2017, by the

Affiant who is personally known to me and who exhibited her SSS ID No.
123456789 issued at Makati City on 18 July 2014.

Frank Underwood
Notary Public for the City of Manila
Appointment No. 1234 until December 12, 2019
Roll of Attorney No. 12345
PTR No. 24681357
IBP No. 123455
MCLE Compliance No. 2222

Doc. No. 1;
Page No. 3;
Book No. 8;
Series of 2017.