2. The Asset Purchase Agreement is hereby ratified, authorized and approved and the Association is hereby authorized
and directed to execute the Asset Purchase Agreement and to carry out and complete the transactions and obligations
contemplated thereby and the execution thereof by any officer or director shall be conclusive evidence of the
ratification, authorization and approval of the Asset Purchase Agreement by the Association.
3. Any officer or director of the Association is hereby authorized and directed to take all such actions and execute and
deliver all such documentation which are necessary or desirable for the implementation of this resolution.
4. Notwithstanding that these resolutions have been passed by the members of the Association, the directors of the
Association are hereby authorized and empowered, at their discretion, and without further notice to or approval of
the members of the Association: (i) to amend the Asset Purchase Agreement, or any agreement or instrument
ancillary thereto, to the extent permitted by such agreement or instrument, as the case may be, as may be amended
from time to time; and (ii) subject to the terms of the Asset Purchase Agreement, not to proceed with the purchase of
substantially all of the assets of NEMA, or otherwise merge with NEMA.
5. This resolution shall become effective when approved, sanctioned and confirmed by at least two-thirds of the
members of the Association at a meeting duly called for such purpose,
(the foregoing resolutions being collectively referred to as the “Acquisition Resolution”).
APPOINTMENT OF AUDITOR
WHEREAS it is considered to be in the best interests of the Association to appoint Fruitman Kates LLP, Chartered
Accountants, as the auditors of the Association until the next annual meeting and to authorize the directors of the
Association to fix the remuneration to be paid to the auditors;
BE IT RESOLVED THAT:
1. Furitman Kates LLP are hereby appointed as the auditors of the Association until the next annual meeting of the
2. The board of directors is hereby authorized to fix the remuneration to be paid to the auditors of the Association,
(the foregoing resolutions being collectively referred to as the “Auditor Resolution”)
There being no further business, on motion duly made, seconded and carried, the meeting then terminated.
Chair of the meeting
Secretary of the meeting