[1]

CERTIFIED COPY OF RESOLUTIONS OF THE DIRECTORS OF THE BORROWER

INSTRUCTION SHEET

  1. The “fill-in” fields for this document can be easily navigated through by using the F11 key on your keyboard.
  1. Complete the applicable fields in the list of documents which list the security to be provided by the Borrower. Any inapplicable items may be deleted from the list, and any additional documents that may be necessary can be added.
  1. Any director may sign the certified copy of the resolution.

[1]

CERTIFIED COPY OF RESOLUTIONS OF THE DIRECTORS OF

COMPANY NAME

(the “Company”)

“RESOLUTIONS consented to by all the directors of the Company as of the date hereof.

WHEREAS:

  1. The Company has applied to Lender Name (the “Lender”) for a loan in the principal amount of $ (the “Loan”) for the purposes of its business.
  1. The Lender requires as part of its security for the Loan, the following:
  1. Letter of Offer dated ;
  1. $ Demand Promissory Note granted by the Company in favour of the Lender;
  1. Form B Mortgage and Assignment of Rents, to be registered in the Principal Amount of $;
  1. Acknowledgment of Receipt of Mortgage Terms;
  1. General Security Agreement, granted by the Company in favour of the Lender;
  1. Environmental Indemnity Agreement;
  1. Mortgage of Lease;
  1. Priority Agreement; and
  1. Postponement and Assignment of Claims;

(the above documents are hereinafter collectively called the “Security Documents”).

  1. The directors of the Company have, by virtue of the Business Corporations Act (British Columbia) and the Articles of the Company, the power to grant promissory notes, security agreements and other securities of the Company for the due payment and performance of all indebtedness, liabilities and obligations of the Company.

RESOLVED THAT:

  1. The Company enter into, execute and deliver to the Lender the Security Documents securing the amounts and bearing interest at the rates as agreed upon between the Company and the Lender.
  1. The execution and delivery on behalf of the Company by any director or officer of the Company of the Security Documents, with such alterations, additions and amendments as may be approved by the person or persons executing the Security Documents (whose execution thereof will be conclusive evidence of such approval), are hereby authorized, approved and ratified.
  1. Any director or officer of the Company is hereby authorized and directed for and on behalf of and in the name of the Company to do all acts and things and to execute (whether under the seal of the Company or otherwise) and deliver all such documents as may be considered necessary or desirable for the purpose of giving effect to these Resolutions and to the granting of the Security Documents.”

I, Director Name, a director of the Company, certify that the above Resolutions were duly passed by all the directors of the Company, that none of such Resolutions have been rescinded or altered and that all of such Resolutions remain in full force and effect.

Dated this day of ,

Director Name

[1]

CERTIFIED COPY OF RESOLUTIONS OF THE DIRECTORS OF

FRASER PRODUCTS INC.

(the “Company”)

“RESOLUTIONS consented to by all the directors of the Company as of the date hereof.

WHEREAS:

  1. The Company has applied to Community Futures British Columbia (the “Lender”) for a loan in the principal amount of $500,000.00 (the “Loan”) for the purposes of its business.
  1. The Lender requires as part of its security for the Loan, the following:
  1. Letter of Offer dated February 1, 2013;
  1. $500,000.00 Demand Promissory Note, granted by the Company in favour of the Lender;
  1. Form B Mortgage and Assignment of Rents, to be registered in the Principal Amount of $500,000.00;
  1. Acknowledgment of Receipt of Mortgage Terms;
  1. General Security Agreement, granted by the Company in favour of the Lender;
  1. Environmental Indemnity Agreement;
  1. Mortgage of Lease;
  1. Priority Agreement; and
  1. Postponement and Assignment of Claims;

(the above documents are hereinafter collectively called the “Security Documents”).

  1. The directors of the Company have, by virtue of the Business Corporations Act (British Columbia) and the Articles of the Company, the power to grant promissory notes, security agreements and other securities of the Company for the due payment and performance of all indebtedness, liabilities and obligations of the Company.

RESOLVED THAT:

  1. The Company enter into, execute and deliver to the Lender the Security Documents securing the amounts and bearing interest at the rates as agreed upon between the Company and the Lender.
  1. The execution and delivery on behalf of the Company by any director or officer of the Company of the Security Documents, with such alterations, additions and amendments as may be approved by the person or persons executing the Security Documents (whose execution thereof will be conclusive evidence of such approval), are hereby authorized, approved and ratified.
  1. Any director or officer of the Company is hereby authorized and directed for and on behalf of and in the name of the Company to do all acts and things and to execute (whether under the seal of the Company or otherwise) and deliver all such documents as may be considered necessary or desirable for the purpose of giving effect to these Resolutions and to the granting of the Security Documents.”

I, James Anderson, a director of the Company, certify that the above Resolutions were duly passed by all the directors of the Company, that none of such Resolutions have been rescinded or altered and that all of such Resolutions remain in full force and effect.

Dated this 20th day of February, 2013.

James Anderson