SAMPLE FORM OF SECRETARY’S CERTIFICATE AUTHORIZING TRANSACTIONS WITH SMART COMMUNICATIONS, INC. (SMART), DIGITEL MOBILE PHILIPPINES, INC. (DMPI/SUN) and ePLDT, INC. (ePLDT)

REPUBLIC OF THE PHILIPPINES)

Makati City                               ) SS.

SECRETARY’S CERTIFICATE

I, AAAAA, Corporate Secretary of XXXXX INC. organized and existing under and by virtue of the laws of the Philippines with office address at ___________________________, do hereby certify that the Board of Directors of said corporation has passed during their meeting held on ­­­­­­­________________ the following RESOLUTION:

1. That at the Regular Meeting of the Board of Directors of the Corporation held on 01 July 2016 at which meeting a quorum was present and acting throughout, the following resolutions were approved and passed:

“RESOLVED, that the Corporation be, as it is hereby authorized to enter into transactions and contracts with, and/or avail of products, facilities, services of or through the representation of PHILIPPINE LONG DISTANCE TELEPHONE COMPANY (PLDT), and its wholly/partly owned subsidiaries and/or affiliates including but not limited to SMART COMMUNICATIONS, INC. (SMART), DIGITEL MOBILE PHILIPPINES, INC. (DMPI/SUN) and ePLDT, INC. (ePLDT) (hereinafter referred to individually or collectively as the “PLDT Group” for purposes of these resolutions) , including but not limited to wire-line telephone, wireline data, wireline internet, wireless telephone, wireless data service, SMS, GPRS, wireless value added services, wireless broadband internet, and other  present or future product, facilities and services of the PLDT Group, as the Corporation’s authorized signatories may deem reasonable, proper and beneficial for the interest of the Corporation;

“RESOLVED, FURTHER, that any _______ of the following Officers and/or Directors of the Corporation whose specimen signatures appear below be, as they are hereby authorized to sign, execute and/or deliver any and all documents, contracts, instruments for and in behalf of the Corporation, as may be appropriate and required by the foregoing transactions authorized above:

Name                 Position Signature

BBBBB               Chairman      ___________________

“RESOLVED, FURTHER, that the foregoing authorized signatories be, as they are hereby authorized to transmit their instructions from time to time via letter correspondence, electronic mail, telecopier (facsimile), and phone in connection with the exercise of the foregoing powers in accordance with which the PLDT Group shall be entitled but not bound to rely and act upon such communications which it believes to be in good faith to be signed and authorized or apparently signed and/or authorized by the authorized signatories of the Corporation; and

“RESOLVED, finally, that the Corporate Secretary be, and is hereby, authorized to issue certifications covering the foregoing resolutions adopted by the Board of Directors of the Corporation.”

2. The foregoing resolutions have not been revoked, amended, or in any manner modified and, accordingly, the same may be relied upon until a written notice to the contrary is issued by the Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 11^th day of ­­­­­­_____________________ at ____________________.

       AAAAA                             

 Corporate Secretary

ATTESTED BY:

                               CCCCC

                               President

SUBSCRIBED AND SWORN to before me, this  ______________ at _____________, AAAAA  exhibiting to me his/her TIN ID bearing ________________.

Doc. No.  ______;

Page No. ______;

Book No. ______;

Series of  ______.