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Approving Merger With Wholly Owned Subsidiary

WHEREAS, [Name] (hereinafter referred to as Corporation "A") is the sole shareholder of [Name], (hereinafter referred to as Corporation "B") and said Corporation B was organized and exists under the authority of the laws of the State of [State], and

WHEREAS, the Board of Directors of [Corporation A] determined it is advisable to obtain operating efficiencies through the merge of Corporation "B" with said [Corporation A], it is hereby

RESOLVED, that the shareholders of [Corporation A] hereby approve the adoption of the Agreement of Merger, dated on [Date]. Said Agreement of Merger was approved on [Date], by the Board of Directors of [Corporation B], and on [Date], by the Board of Directors of [Corporation A], [Date], and it is

FURTHER RESOLVED, that the Agreement of Merger and all of the terms and conditions set out in the aforementioned agreement are hereby approved, and a copy of the said Agreement of Merger shall be attached to the minutes of this meeting.

The undersigned, [Name], certifies that he or she is the duly appointed Secretary of [Corporation A] and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with applicable law and the Bylaws of said Corporation on [Date], and that such resolution is now in full force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary of [Corporation A] and have attached the seal of [Corporation A] to this resolution.

Dated:

_____________________

Secretary

Seal: