CERTIFICATION
Easy.com Inc
.
Re: Agreement and Plan of Acquisition dated 30th day of June 2005 by and among Easy.com, Inc. and Royal Spring Water Inc. (the "Agreement")
(a)
The undersigned hereby certifies that he is the President and Secretary of Easy.com, Inc., a Nevada corporation (the "Company"), and as such they are authorized to execute and deliver this Certificate; and the further certifies that:
(b)
All representations, warranties, covenants and conditions set forth in this Agreement on behalf of the Company are true and correct as of, or have been fully performed and complied with by, the Closing Date.
All capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Agreement.
Dated this 30
th
of June, 2005
Marvin Winick, President
(signature on file)
ROYAL SPRING WATER INC.
(the "Corporation")
The undersigned, being all of the directors of
Royal Spring Water Inc.,
a Nevada corporation (the "Corporation") hereby consent to the adoption of the following resolution by written consent without a meeting effective the 30th day of June 2005.
ENABLING RESOLUTION
RESOLVED
that the Agreement and Plan of Acquisition with
Easy.com, Inc.
(the "Agreement"), a copy of which is attached hereto is hereby approved and ratified and any one director is authorized to issue or transfer such shares as required pursuant to the said Agreement.
RESOLVED
that any one or more directors of the Corporation is empowered and directed, in the name of and on behalf of the Corporation, to execute and sign the Agreement, these resolutions; and the officers of the Corporation are empowered and directed in the name of and on behalf of the Corporation to execute and deliver all documents, to make all payments, and to perform any other act as may be necessary from time to time to carry our the purposes and intent of these resolutions. All such acts and doings of the officers of the Corporation consistent with the purpose of this resolution are hereby authorized, approved, ratified and confirmed in all respects
Adopted and executed (date): 30
th
Day of June 2005
Alex Hazan
Harel Goldstein
(signatures on file)
ACCEPTANCE OF OFFICE
I, Harel Goldstein having been appointed to fill the position of director on the Board of Directors and elected an Officer of Easy.com, Inc., do hereby accept said positions, together with any office pertaining thereto to which I have also been elected in connection with my position and title as an Officer and Director effective as of the time of my appointment.
DATED AT
this 30
th
day of June, 2005.
Harel Goldstein
(signature on file)
ACCEPTANCE OF OFFICE
I, Isaac Ben Hamou having been appointed to fill the position of director on the Board of Directors of Easy.com, Inc., do hereby accept said position, together with any office pertaining thereto to which I have also been elected in connection with my position and title as a Director effective as of the time of my appointment.
DATED AT
this 30
th
day of June, 2005.
Isaac Ben Hamou
(signature on file)
ACCEPTANCE OF OFFICE
I, Alex Hazan, having been appointed to fill the position of director on the Board of Directors and elected an Officer of Easy.com, Inc., do hereby accept said positions, together with any office pertaining thereto to which I have also been elected in connection with my position and title as an Officer and Director effective as of the time of my appointment.
DATED AT
this 30
th
day of June, 2005.
Alex Hazan
(signature on file)
RESIGNATION OF AN OFFICER AND DIRECTOR
TO:
EASY.COM, INC.
FROM:
MARVIN WINICK
DATED:
JULY 1, 2005
Effective immediately, I hereby resign as the President and sole director of the Company in keeping with the terms of the Acquisition Agreement.
Marvin Winick
(signature on file)