Resolution to Waive Restrictions on Transfer

RESOLVED, to waive all restrictions of transfer imposed on the shares of stock of the Corporation for purposes of allowing a transfer of _______________________________ (______________________________________________________________) shares of common stock of the Corporation from _______________________________ to _______________________________ provided that said restrictions shall apply to any further transfer of said shares.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________________________,a corporation duly formed pursuant to the laws of the state of _______________________________ and that the foregoing is a true record of a resolution duly adopted at a meeting of the _______________________________ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _______________________________,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this _______________________________, _______________________________ of _______________________________.

______________________________________________________________

Secretary