Shareholder Resolution - Sale of Common Stock

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									This is a resolution that is voted on and passed by the shareholders of a corporation to
issue new common stock. This resolution provides for the name of the new
shareholders, the number of shares sold, and the price paid. In addition, this resolution
provides that the issuance and sale of the common stock may be exempt from the
registration requirements of the Security and Exchange Commission (“SEC”). This
resolution can be used by the shareholders of a corporation that want to issue new
common stock.
                            SHAREHOLDER’S RESOLUTION
                                OF [CORPORATION]
                       APPROVING THE SALE OF COMMON STOCK
WHEREAS, pursuant to the applicable Bylaws of this Corporation, the following actions will be
taken by the Shareholders pursuant to this Resolution.

IT IS HEREBY RESOLVED THAT, this Corporation shall issue and sell its Common Stock to
the persons and for the considerations set forth below and the consideration shall be paid in full
before the issuance and delivery of the Common Stock. The consideration shown below reflects
the fair market value of the shares and the entire and full consideration shall be credited to the
appropriate accounts of the Corporation.

Name                                           Number of Shares                   Consideration
_____________________                          ______________________             _______________
_____________________                          ______________________             _______________
_____________________                          ______________________             _______________
_____________________                          ______________________             _______________

IT IS FURTHER RESOLVED THAT, the offer and sale of the Corporation’s Common Stock
shall be exempt from qualification under applicable state securities laws, and each officer of this
Corporation, acting alone, is authorized and directed to take all such acts as may be necessary to
comply with the applicable legal requirements, including preparing, executing, and filing any
notices required to be filed with the regulatory authorities.

IT IS RESOLVED FURTHER THAT, the offer and sale of the Corporation’s Common Stock
may be exempt from the registration requirements of the Securities Act of 1933 and any
amendments thereof, pursuant to Section 4(2), Section 3(a), Section (11), or Regulation D of the
Act, as may be applicable. Each officer of this Corporation, acting alone, is authorized and
directed to take all such acts as may be necessary to qualify under an applicable exemption,
including the filing of any FORM D with the SEC.

IT IS FURTHER RESOLVED, that any actions taken by the officers prior to the adoption of the
foregoing Resolutions, are ratified, confirmed, and approved as the acts and deeds of this
Corporation.

This Resolution shall be filed in the Minutes of the Books of the Corporation and recorded. This
Resolution may be signed in a number of counterparts each of which shall be deemed an original
and all of which together shall constitute one instrument.

DATE:

SIGNATURE _______________________                                SIGNATURE ____________________

PRINT NAME ______________________                                PRINT NAME ___________________



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