CONSENT RESOLUTIONS OF THE MEMBERS OF THE YYJ PROSPERITY ASSOCIATION

CONSENT RESOLUTIONS OF THE MEMBERS OF THE YYJ PROSPERITY ASSOCIATION (the "Society")

The undersigned, being all of the members of the Society entitled to vote on the resolutions, hereby consent to and adopt in writing the following resolutions:

Replacement of Bylaws

RESOLVED as special resolutions that:

1. the current Bylaws of the Society be deleted in their entirety and that the form of Bylaws attached hereto as Schedule A be adopted as the Bylaws of the Society in substitution for, and to the exclusion of, the existing Bylaws of the Society, with effect upon the electronic filing of a Transition Application with the BC Registrar of Companies; and

2. the directors of the Society be authorized and directed to sign all documents and take all actions that are necessary or desirable in carrying out the transition of the Society under the Societies Act and the replacement of the Bylaws.

Execution by Counterparts

These resolutions may be consented to by the members signing separate counterparts of the resolutions, which may be delivered by electronic means, and notwithstanding the respective dates of execution of the separate counterparts will be deemed to be effective as at ____________________, 2017.

7582446.04