MACNICA EUROPE LIMITED

(Company Number 06102205 )

Registered office: New Bridge Street House, 30-34 New Bridge Street, London, EC4V 6BJ

I, the undersigned, being a Member of the Company, and as such entitled to attend and vote at a general meeting of the Company at which a resolution for the Winding Up of the Company is to be considered, passed on 04 June 2010, at 1.00 pm, hereby resolve upon the following Special and Ordinary resolutions and declare that they shall be as valid and effective as if they had been passed at a general meeting of the company duly convened and held:

“That the Company be wound up voluntarily and that the winding up proceed as a members’ Voluntary Liquidation and that for the purpose of the winding up of the company, Paul Michael Davis and Michael Colin John Sanders, both of MacIntyre Hudson LLP, 30-34 New Bridge Street, London, EC4V 6BJ, (IP nos. 7805 & 8698) be and are hereby appointed Joint Liquidators of the company.”

Macnica, Inc., Shareholder

04 June 2010