REPUBLIC OF THE PHILIPPINES)

_)S.S.

SECRETARY’S CERTIFICATE

I, _________________ Filipino citizen, of legal age, and with of fice address at _______________________________________ ___ _
being the duly qualif ied Corporate Secretary of ____________________________., [hereinter “the Corporation”], a domestic corporation duly
organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal of f ice address at
__________________________________, do hereby certif y that at a meeting of the Corporation’s Board of Directors held at
________________________________ during which a quorum was present and acting throughout, the f ollowing resolutions were unanimously
approved:

“RESOLVED, as it is hereby resolved, that the Corporation shall transact with BDO UNIBANK, INC. or any of its branches, its
subsidiaries, and affiliates such as BDO Leasing and Finance, Inc. (BDOLFI), BDO Rental, Inc. (BDORI), BDO Capital & Investments
Corporation and BDO Private Bank, Inc. (BDOPBI), [singularly or collectively ref erred to as “the Bank”] f or the obtainment of loan f acilities
and availment of banking products and services;

RESOLVED, FURTHER as it is hereby resolved, that in this regard, the Corporation shall be authorized to do the f ollowing:

1. OPEN AND MAINTAIN DEPOSITORY ACCOUNTS. To open, maintain, re-activate and manage in the name of the Corporation, any
number of peso, or f oreign currency savings / current / time and other accounts with the Bank (“Depository Accounts”), and in this regard,
it may:
1a. Deposit to and withdraw f rom the Depository Accounts, in whatever f orm and manger, and in such amount as the Corporation
may deem appropriate or necessary;
1b. Transf er f unds f rom the Depository Accounts to other corporate, partnership, cooperative and/or individual accounts being
maintained with the Bank and other banks.
1c. Perf orm balance inquiries and bills payment.
1d. Close the Depository Account and ask, demand, sue f or, collect, and receive the proceeds of the Depository Account in the nam e of
the Corporation;
1e. Receive, accept, endorse and negotiate all checks, draf ts, or orders of payment payable to the Corporation or its order which may
require the corporation’s endorsement.
1f . Request f or issuance of certif icates of bank deposits/placements in f avor of various institutions, both government and/or private,
relative to the Corporation’s accounts and authorizing the Bank to disclose any and all inf ormation relative thereto as requested by
the addressee institution. For the f oregoing purposes, the Corporation hereby waives its rights in f avor of the Bank under Republic
Act No. 1405 (The Bank Secrecy Act of 1955) as amended, Section 55 of Republic Act No. 8791 (The General Banking Law of 2000),
as amended, Republic Act No. 6426 (Foreign Currency Deposit Act of the Philippines of 1974), as amended, and other
laws/regulations, including all subsequent amendments or supplements thereto, relative to the conf identiality of secrecy of banks
deposits/accounts, placements, investments and similar or related assets in the custody of the Bank. The Corporation shall hold the
Bank, its directors, of ficers, employees, representatives and agents, f ree and harmless f rom any liability arising f rom its e xercise of
its remedies and authorities hereunder, or f rom any action taken by it on the basis of and within the f ramework of the f oregoing
authority.
1g. Consent to or allow the (a) enrollment, use, and aggregation of the Corporation’s Depository Accounts with the Bank f or purposes
of compliance by the Corporation, its parent company, subsidiaries and/or af f iliates, as may be identif ied by the Corporation , with
any average daily balance requirement (ADB) of the Bank; and (b) enrollment and use of the Corporation’s D epository Accounts
with the Bank to serve as debit account/s to f und the needs/requirements of the Corporation, its parent company, subsidiaries and/or
af f iliates, as may be identif ied by the Corporation, subject to existing policies of the Bank thereon;

2. OPEN AND MAINTAIN CORPORATE CARD ACCOUNT. To apply, establish, maintain and manage in the name of the Corporation, any
number of corporate card account of any card brand / product of f ered by the Bank, including but not limited to Purchasing. Distribution
and Fleet Card, with the Bank or any of its branches (hereinaf ter to be ref erred to as “Corporate Card Accounts”), and in thi s regard, it
may:
2a. Authorize the Bank to issue corporate cards f rom said Corporate Card Accounts to the Corporation’s qualif ied officers or empl oyees
(“Assignees”);
2b. Fully pay and settle any and all purchases made and/or expenses incurred by said Assignees through the use of the issued
Corporate Cards, including interest and service charges that may accrue thereto, through any means, including the enrollment and
use of the Corporation’s Depository Accounts under automatic debit arrangement, if applicable;

3. AVAIL OF PRODUCTS AND SERVICES. To apply f or, avail, and/or register f or any and all products and services of f ered by the Bank,
including but not limited to:
3a. Product and services of fered by the Bank’s Consumer Lending Group – Credit Card Unit such as merchant af f iliation to honor and
accept credit cards and/or ATM / debit cards, mobile wallets and/or other types of cards and/or payment transactions that will pass
through the Bank’s Point-of -Sale (POS) terminals and/or f or internet transactions and/or other payment platf orms;
3b. Products and services of f ered by the Bank’s Transaction Banking Group, such as integrated disbursement services (IDS),
payment collection services, payroll services, cash card services, electronic banking services, Business Online Banking (BOB)
services, collection and disbursement services, liquidity management, account services, remittance products and services, cash
management services, retail products and such other existing and f uture products and services and in this regard, it may:
i. Enroll, dis-enroll, re-enroll the f ollowing:
• Depository Account/s in and f rom BOB
• Corporation System Administrator authorized to do and perf orm acts allowed under the Bank’s term and conditions
governing BOB;
• Merchant/subscriber and/or third party accounts in BOB f or bills/other payment purposes;
ii. Enroll, dis-enroll, re-enroll and designate the respective roles, access rights and authorized acts and transactions of users in
BOB Facility (maker, approver, and/or verif ier) with respect to the enrolled Depository Account/s as may be allowed under the
Bank’s terms and conditions governing ;B.
3c. Products and services of f ered by the Bank’s Trust and Investments Group and in this regard, it may:
i. Open and maintain trust (including unit investment trust f unds), investment management, custodianship and other f iduciary
accounts, as well as other trust banking products;
ii. Open and maintain trust or investment management accounts f or retirements f unds of its employees;
iii. Appoint the Bank as trustee, investment manager, agent, custodian, and/or f iduciary.
3d. Products and services of f ered by BDO Capital & Investments Corporation and in this regard, it may:
i. Purchase and sell securities, as well as to investment in and other money market instruments and products such as but not
limited to, government securities and corporate papers including those issued by BDO;
ii. Appoint authorized trader/s of the Corporation to deal with BDO Capital & Investment Corporation, as well as execute, deliver
and perf orm any and all agreements, instruments, contracts, documents as may be necessary to ef f ect the f oregoing
transactions.
3e. Products and services of f ered by the Bank’s Treasury Group and in this regard, it may:
i. Purchase, sell and invest in debt securities and other money market instruments and products such as but not limited to,
government securities and corporate papers including those issued by the Bank and to execute, deliver and perf orm any and all
agreements, instruments, documents as may be necessary to ef f ect such transactions;
ii. Enter into f oreign exchange dealings as well as derivative transactions and contracts with the Bank such as buying and selling
of f oreign exchange, under spot, swaps, options, and f orwards transactions.
iii. Allow the authorized representative/signatories of the Corporation to appoint authorized trader/s of the Corporation to deal with
the Bank in relation to the f oregoing transactions.
 For the purpose of investments or dealings in or purchase of government securities or other documents of title, to appoint the
Bank and/or its subsidiaries as the Corporation’s true and lawf ul attorney, to act f or its name and in its behalf in transacting
business directly or indirectly with the appropriate government securities registry/custodian, a BSP accredited securities
custodian/securities registry or a Securities and Exchange Commission (S.E.C.) authorized central securities depository in
accordance with the relevant BSP or SEC regulations to do and perf orm every act necessary that the Corporation might or could
do in ref erence to any and all corporate and government bonds, bill of exchange, certi f icates of deposits, convertible bonds,
debentures, promissory notes, shares of stock, certif icate of part icipation in any f und, and such other commercial paper,
documents, and instruments of any kind or nature.

4. AVAIL OF CREDIT AND LEASE FACILITIES. To apply f or, negotiate and obtain loans, credit and/or lease accommodations or
f acilities, such as letters of credit, trust receipts, bills purchases, f oreign exchange settlement lines f rom time to time in amounts which may
be required by the Corporation, which authority shall include extensions, renewals, re-availments, increases, excess / over- availments,
roll-overs, restructurings, novations, amendments or conversions into other credit f orm or type, and in this regard, it may:
4a. Execute, sign and deliver f rom time to time the relevant loan, lease agreements, promissory note/s, disclosure statements, lease
schedules, trust receipts and any and all other documents pertinent and necessary to implement the accommodations / f acilities
ref erred hereto;
4b. Lease f rom and/or sell to BDOLFI and/or BDORI real and/or personal property (such as motor vehicle/s, vessels, aircraf t,
equipments and/or machinery) including availment of BDOLFI and BDORI f acilities such as Installment Paper Purchase, f actoring ,
f loor stock f inancing, assignment of trade receivables and sale-and-lease back transactions.

5. AVAILABILITY OF CREDIT FACILITY/IES TO CO-USER/S. To allow the individual/s, subsidiary/ies, af f iliate/s, entity/ies as indicated in
any and all contracts, instruments, documents or writings relative to the credit f acilities executed, signed, delivered by the Corporation to the
Bank to share / use / avail / earmark against its credit f acility/ies with the Bank.

6. MORTGAGE, PLEDGE, ASSIGN CORPORATION PROPERTY. To mortgage, pledge, assign or otherwise encumber properties of the
Corporation, whether real or personal, as collaterals f or credit accommodations extended by the Bank.

7. APPOINT AND CONSTITUTE ATTORNEY-IN-FACT. The Corporation appoints and constitutes the Bank as its attorney-in-f act, with f ull
powers of substitution, to register the lease, sale, mortgage, pledge, assignment and/or encumbrance as well cancellation thereof , including
the payment of any taxes such as but not limited to capital gains, creditable withholding tax(es), documentary stamp taxes, to receive the
Certif icate Authorization Registration (CAR), transf er and/or reclassif ication of the necessary tax declaration(s), to f ile a nd request f or the
conversion of non-PHILARIS manually issued title over the mortgaged property(ies) to electronic PHILARIS title with any and all
appropriate government of f ices / agencies; The power of attorney given by the Corporation is coupled with interest and is irr evocable until
all obligations secured by the af orementioned properties of the Corporation are f ully paid to the entire satisf action of the Bank.

RESOLVED, FURTHER, that any one,  two,  all,  of the f ollowing of f icers of the Corporation

NAME POSITION TITLE SIGNATURE

shall be authorized on behalf of the Corporation to enter into the above-specif ied arrangements with the Bank under such terms and conditions
as the said individuals may deem necessary and to accordingly execute, sign, deliver and/or perf orm any and all contracts, in struments,
documents or writings with or to the Bank that may be necessary f or the implementati on of the f oregoing transactions. Provided, f urther, that
the af orementioned of f icers are hereby authorized with f ull powers of substitution, to receive, f or and on behalf of the Corporation any and all of
the mortgaged / pledged / assigned and / encumbered property/ies of the Corporation upon f ull payment to the entire satisf act ion of the Bank
of the obligations secured thereby.

RESOLVED, that all transactions, warranties, representations, covenants, dealing and agreements by the Corporation through th e
above named individuals with the bank prior to the approval of this Resolution are all hereby approved, conf irmed and ratif ied to be the valid
and binding acts, representation, warranties and covenants of the Corporation as they may lawf ully do or cause to be done by virtue of
authorities given to them.

RESOLVED, FINALLY, that the f oregoing Resolutions shall remain valid and subsisting unless otherwise revoked or amended in
writing by the Corporation and duly served on the Bank.”

Af ter the adjournment of the meeting of the Board of Directors, a special meeting of all the Stockholders of record of the Co rporation
was also held on the af oresaid date, and by the unanimous vote of stockholders representing all of the outstanding capital stock, passed, ratif ied
and adopted the af oresaid Board Resolutions and hereby acknowledge that these are necessary and essential to carry out the purposes of the
Corporation and incidental to the exercise of the powers conf erred to it.

IN WITNESS WHEREOF, this certif ication has been signed this day of _______________ in ___________.

CERTIFIED CORRECT:

Corporate Secretary
(If Corporate Secretary is an authorized signatory)
Attested by:

Chairman / President / Treasurer

SUBSCRIBED AND SWORN TO bef ore me at on ; af f iant exhibited to me the f ollowing:

and is/are personally known to or identif ied by me to be the same person/s who executed the f oregoing instrument and he/she/they f urther
af f irmed and made oath as to the said instrument.
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