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Board Resolution Page 1 of 1

BOARD RESOLUTION APPROVING AN ACQUISITION

ACQUISITION

RESOLVED THAT, it is in the best interests of the corporation to acquire [ALL OF THE OUTSTANDINGSTOCK OR ALL OF THE ASSETS OF] [ABC, INC. ], a [CORPORATION, LLC OR LIMITEDPARTNERSHIP] (ABC);

RESOLVED FURTHER THAT, the acquisition of said [STOCK OR ASSETS] is intended to be for a priceof approximately $[ AMOUNT] payable in [CASH; CASH WITH NOTES; OR STOCK];

RESOLVED THAT, the officers of this corporation are, and any of them hereby is, authorized to negotiate,execute, deliver and carry out on behalf of this corporation an Acquisition Agreement (the Agreement) with[ABC OR THE SHAREHOLDERS OF ABC], substantially in the form presented to the directors, but withsuch changes and additions as such officers may deem to be in the best interests of this corporation (suchdetermination that a change or addition is in the best interests of this corporation to be conclusivelyevidenced by such officers execution of the Agreement).

RESOLVED FURTHER, that the officers of this corporation hereby are authorized and directed to executeand deliver in connection with the closing of the transactions contemplated by the Agreement all documentsand instruments required to be executed and/or delivered by this corporation pursuant to the Agreement orany transaction contemplated thereby, including but not limited to all exhibits to the Agreement, and to takeall other action deemed by such officers to be reasonably necessary or appropriate to the negotiation,execution, or effectuation of the Agreement or any transaction contemplated thereby or entered into inconnection therewith.

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorizedto do and perform any and all such acts, including execution of any and all documents and certificates, assaid officers shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutionsadopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved asthe acts and deeds of this corporation.

[DIRECTOR]

[DIRECTOR]

[DIRECTOR]