RESOLUTION FOR VOLUNTARY WINDING UP

THE FEDERAL REPUBLIC OF NIGERIA

COMPANIES AND ALLIED MATTERS ACTS, 1990

COMPANY LIMITED BY SHARES

TESTI NIG. LIMITED

(RC 000000)

SPECIAL RESOLUTION FOR WINDING UP

BROUGHT PURSUANT TO SECTION 408 COMPANIES AND ALLIED MATTERS ACT 1990

At the Extra-ordinary General Meeting of the above named company held at its registered office on the …….…. Day of ……………………………, 2015, the following resolutions were proposed and duly passed pursuant to Section …. of the Companies and Allied Matters Act.

• That the Company be voluntarily wound up
• That Mr. Dapo Philip be and is hereby appointed as Liquidator of the company.
• That all the necessary documents reflecting the changes be filed immediately with the Corporate Affairs Commission.

DATED THIS …… DAY OF …………………….., 2015.

……………………… ……………………….. DIRECTOR DIRECTOR Declaration of Solvency

KENNYBABE NIGERIA LIMITED

RC. NO. 0800 000 0000MEMBERS VOLUNTARY WINDING-UP: DECLARATION OF SOLVENCY, EMBODYING A

STATEMENT OF ASSETS AND LIABILITIES PURSUANT TO SECTION 457 COMPANIES AND ALLIED MATTERS ACT

Presented By:

• Mr.------------
• Dr.-----------

DECLARATION OF SOLVENCY

We the members of the above named company and directors being all the directors/majority shareholder do solemnly and sincerely declare that we have made a full enquiry into the affairs of this company, and that having done so, we have formed the opinion that this company will be able to pay its debts in full within a period of 12 months from the commencement of the winding-up, and we append a statement of the company‟s assets and liabilities as at---------day of --------------2015 being the latest practicable date before the making of this declaration.

And we made this solemn declaration, conscientiously believing the same to be true and by virtue of the provisions of the Oath Act currently in force.

Dated this --------day of ---------------------------2015

------------------------ ----------------------

Director Director

BEFORE ME

COMMISSIONER FOR OATHS