FARO HOLDING LIMITED

The undersigned being the sole Member of the above-named Company which, at the date of this Resolution, would be entitled to attend and vote at General Meetings of the Company, hereby passes the following Resolution as a Special Resolution and agrees that the said Resolution shall, for all purposes, be as valid and effective as if the same had been passed by it at a General Meeting of the Company duly convened and held:   “That the Company be put into Members’ Voluntary winding-up and David Pallen, of Ernst & Young, an Insolvency Practitioner, be appointed as Liquidator of the Company.” D. J. Pallen, Liquidator