Board Resolution Approving Amalgamation

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION APPROVING AMALGAMATION

At a duly convened meeting of the Board of Directors of {{company_name}} (hereinafter referred to as "the Company") held on {{date}} at {{time}} at its registered office located at {{company_address}}, the following resolution was unanimously adopted:

WHEREAS

A. The Board has considered the proposed amalgamation of the Company with {{amalgamating_company_name}} (hereinafter referred to as "the Amalgamating Company") in accordance with the terms and conditions outlined in the draft Amalgamation Agreement dated {{agreement_date}} (hereinafter referred to as "the Amalgamation Agreement").

B. The Board has reviewed the due diligence reports, financial statements, and all other relevant documents pertaining to the proposed amalgamation and is satisfied that the amalgamation is in the best interests of the Company and its shareholders.

C. The Board acknowledges that the amalgamation will result in the combined entity operating under the name {{new_company_name}} (or continuing as {{company_name}} if applicable) and will be governed by the laws of {{country}}.

RESOLVED, THAT:

1. The amalgamation of {{company_name}} with {{amalgamating_company_name}} be and is hereby approved in principle, subject to all necessary regulatory and shareholder approvals being obtained.

2. The draft Amalgamation Agreement, as presented to this meeting, be and is hereby approved, and any Director or the Company Secretary is hereby authorised to make such minor amendments thereto as may be required or deemed necessary, provided such amendments do not materially alter the substance of the agreement.

3. Any one or more Directors of the Company, or the Company Secretary, be and are hereby jointly and/or severally authorised to execute the Amalgamation Agreement and all other documents, instruments, and agreements as may be necessary or desirable to give effect to the amalgamation, including but not limited to, applications to relevant regulatory bodies, share exchange agreements, and updated constitutional documents.

4. The Directors and officers of the Company be and are hereby authorised to take all such actions as may be necessary, incidental, or conducive to the implementation of this resolution and the successful completion of the amalgamation, including but not limited to, engaging legal counsel, financial advisors, and other professionals, and fulfilling all statutory and regulatory requirements.

5. Upon the effective date of the amalgamation, the assets, liabilities, rights, and obligations of {{amalgamating_company_name}} shall be deemed to be transferred to and vested in {{company_name}} (or {{new_company_name}} as applicable), and all employees of the Amalgamating Company shall be deemed to be employees of the combined entity under their existing terms and conditions, unless otherwise agreed.

CERTIFICATION

We, the undersigned, being the Chairman and Company Secretary of {{company_name}}, do hereby certify that the above resolution was duly passed by the Board of Directors of the Company on the date first written above and has been duly recorded in the minute book of the Company.

IN WITNESS WHEREOF, we have executed this certificate on this {{certification_date}}.

Signature Block

___________________________

Name: {{chairman_name}}

Chairman

___________________________

Name: {{secretary_name}}

Company Secretary

Date: {{date}}