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(Certified Copy of Resolution of Foreign Issuer that suits***may be commenced***

by serving the Secretary of State of Ohio.

On motions duly seconded the following resolution was duly made, passed and adopted.

WHEREAS, This

(1)

proposed to make application to the Division of Securities of Ohio to regis-

ter or exempt the sale of securities within the State of Ohio in accordance with the provisions of Chapter 1707. of the

Revised Code of Ohio, and all acts amendatory thereof and supplemental thereto.

WHEREAS, This

(1)

is organized under the laws of the State of

and,

WHEREAS, It is therefore necessary, under Section 1707.11 of the Revised Code of Ohio, to file with said

application the consent of this

(1)

that suits and actions growing out of fraud in connection with the sale of securities in this state may be commenced against

it in the proper court of any county in the State of Ohio, in which a cause of action may arise or in which the plaintiff in said

action may reside, by the service of any process or pleadings authorized by the laws of said State of Ohio on the Secretary of

State of Ohio, and that service of process in any such action against it may be served upon said officer, and that such consent

be irrevocable:

BE IT THEREFORE RESOLVED: That the

(2)

this

(1)

be and he is hereby authorized and directed for and on behalf of said

(1)

to execute and file with the Division of Securities in the form prescribed by said Section, the irrevocable consent of this

(1)

that suits and actions growing out of the sale of securities or fraud in connection with the sale of

securities in this state may be commenced against it in the proper court of any county, in said State of Ohio, in which a cause

of action may arise or in which the plaintiff in said action may reside by the service of any process or pleadings authorized by

the laws of the said State of Ohio on the Secretary of State of Ohio, and that such service of such process or pleadings on such

officer shall be taken and held in all courts to be valid and binding as if due service had been made upon such

(1)

itself.

(2)

hereby certify that the foregoing is a true and exact copy of a resolution of the

(3)

which resolution was duly made, passed, and adopted at a legal meeting of said

(3)

, held on

the

day of

, that the passage of said resolution was in all respects regular and

according to the By-Laws of said

(1)

IN TESTIMONY WHEREOF, I,

(2)

have hereunto set my hand

this

day of

Here insert “corporation” or “association” as the case may be.

Here insert title of officer as “president,” “manager,” etc.

Here insert “board of directors,” “trustees,” “managers”..

COM 4557

Form 11 - Irrevocable Consent To Service Of Process By Non-Resident Applicant For Registration Of Securities Under Chapter 1707 - Department Of Commerce Page 2

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