Board of Directors’ Resolutions – Sale/Purchase

RESOLVED, that subject to the approval of its shareholders, the Corporation enter into the proposed

Assets Purchase Agreement by and among XYZ Corporation (Seller), John Doe and Richard Roe

(Shareholders) and ABC Corporation (Purchaser) and all of the other documents referred to therein,

including such other instruments and documents necessary and proper to consummate the closing of the

transaction contemplated by the Assets Purchase Agreement; and it is further

RESOLVED, that the President and Secretary of the Corporation are each directed and authorized to take

all necessary steps and to execute all necessary documents to effectuate this (sale/purchase) under the

terms of the Assets Purchase Agreement.

l e
hase
Shareholders’ Resolution – Sale/Purchase

ts Purchase Agreeme
RESOLVED, that the Corporation enter into a proposed Assets Agreemen
Agreement by and among XYZ

p
ers) and ABC Corpora
reholders)
Corporation (Seller), John Doe and Richard Doe (Shareholders) tion (Purchaser) and all
Corporation

m
cludingg such other instrumen
of the other documents referred to therein, including instruments and documents necessary and

saction contemplated by
proper to consummate the closing of the transaction b the Assets Purchase Agreement; and

a
it is further

S
hee board of directors of the
RESOLVED, that the th Cor
Corporation be and they hereby are directed and

authorized to take suchh action as may be necessary

necess to effectuate this (sale/purchase) under the terms of

ment.
ement.
the Assets Purchase Agreement.