RESIGNATION

TO:

PUNCHLINE ENTERTAINMENT, INC.
(the "Company")

AND TO:

The Board of Directors thereof

I, Michael Thiessen, hereby tender my resignation as President, Chief Executive Officer, Secretary, Treasurer and director of the Company, effective immediately. This resignation is not a result of any disagreements with the Company.

This resignation may be sent by electronic facsimile transmission and shall be deemed to be an original.

DATED as of the 14^th day of August, 2012.

/s/ Michael Thiessen

Michael Thiessen

{W0154574.DOC}