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REPUBLIC OF THE PHILIPPINES)

______________________________) S. S.

SECRETARY’S CERTIFICATE

I, NEIL RANDY P. RIVERA, of legal age, Filipino with business address at Suite
3002-D, 30th Floor West Tektite Tower, Philippine Stock Exchange Center, Exchange Road,
Brgy. San Antonio, Ortigas Centre, Pasig City, after being duly sworn to in accordance with
law hereby depose and state that:

1. I am the duly appointed Corporate Secretary of SILVER HERITAGE


PHILS., INC., a Corporation duly organized and existing in accordance with
the Philippine laws, with the same business address as stated above;

2. As such, I have custody of all corporate records of said Corporation;

3. At the Special Meeting held on 24th day of April, 2018, the following
resolutions was unanimously approved by the directors present:

RESOLUTION NO. 04-201-2018

“RESOLVED, AS IT IS HEREBY RESOLVED, that the Board of Directors of the


Corporation hereby authorizes the conversion of its ONE HUNDRED FIVE MILLION,
ONE HUNDRED ONE THOUSAND, TWO HUNDRED FIFTY-ONE PESOS,
PHILIPPINE CURRENCY (PHP 105,101,251), receivables from SHL Amusement and
Gaming, Inc. (SHAGI), as the Corporation’s additional paid-in capital in SHAGI, without
issuance of additional shares;

“RESOLVED FURTHER, that the Corporation hereby waives all its rights and
cause-of-action against SHAGI in relation to such receivables;

“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.”

That the foregoing are true and correct and in accordance with the records of the
Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 24 th day of April, 2018
at Pasig City, Philippines.

NEIL RANDY P. RIVERA


CORPORATE SECRETARY
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SUBSCRIBED AND SWORN TO before me this ______day of _________, 2018


affiant who is personally known to me and to be the same person who was identified by me
through competent evidence of identity to be the same person who executed the foregoing
instrument and exhibited his Driver’s License with No. N03-05-019021, issued by the Land
Transportation Office, Department of Transportation, valid until 16 September 2021.

NOTARY PUBLIC

Doc. No. _________:


Page No. _________:
Book No. _________:
Series of 2018.