BOARD RESOLUTION NO.

____, SERIES OF 20__

AUTHORITY TO DISPOSE OF ASSET OR PROPERTY BY SALE/ASSIGNMENT

We, being a majority of the members of the Board of Directors of

[Name of Corporation], with office address at [address], hereby certify
that during a [regular/ special] meeting of the Board of Directors at the
[principal office of the Corporation] on [Date], at which a quorum was
present and acting throughout, the following resolution was duly
approved:

“RESOLVED, That the Board of Directors of

[Name of Corporation] (the “Corporation”)
approve, as it hereby approves, the
sale/assignment of [identify asset or property to be
sold/assigned] to [Buyer], the proceeds of the sale
transaction shall be for the purpose of liquidating
assets and augmenting capital requirements;

“RESOLVED FURTHER, That the Board of Directors

has declared, as it hereby declares, that the
foregoing [asset or property to be sold/assigned] is
no longer needed by the Corporation for the
conduct of its business operations.

“RESOLVED FURTHER, That the [Title/Designation

of Officer], [Name], be as he is hereby, authorized
to sign, execute and deliver on behalf of the
Corporation such documents as may be required
or necessary to effect the above sale/assignment
for and in the name of the Corporation.”

“RESOLVED FINALLY, that the foregoing

Resolution has not been amended, modified or
repealed, and may be relied upon until written
notice is received from the Corporation.
 IN WITNESS WHEREOF, we the undersigned Directors have
hereunto signed this Certificate this [Date] at, [Place] Philippines.

APPROVED:

[signed] [signed] [signed]

Board of Director Board of Director Board of Director

[signed] [signed]

Board of Director Board of Director