RESOLVED That having discussed and determined that it is to the benefit of the Corporation to purchase [ENTER EITHER: [all of the assets OR all of the outstanding stock] of [NAME OF COMPANY TO BE ACQUIRED], a [ENTITY TYPE, e.g., corporation, LLC, etc] having a principal place of business at [ADDRESS]; and registered in the state of [STATE], hereinafter “ACQUIREE”. RESOLVED FURTHER that, the officers of this Corporation are hereby empowered and directed to negotiate, execute, deliver and carry out all activities required to accomplish this resolution on behalf of this Corporation as presented to this Board of Directors in the attached presentation as described in Schedule 1 hereto, [ATTACH DEAL SHEET SUMMARY]. The Officers are further authorized to make such changes and additions as they may determine in their sole discretion are necessary and in the best interests of this Corporation. RESOLVED FURTHER that this Corporation expects to pay approximately $[PRICE] for ACQUIREE, in accordance with the terms as described in Schedule 1 hereto. RESOLVED FURTHER, that the officers of this Corporation are herewith authorized and directed to execute and deliver on behalf of the Corporation all related documents required in connection with the purchase of ACQUIREE, or any related transaction, and to execute and complete all other actions including an audit and due-diligence review of ACQUIREE, all as determined by the Officers to be reasonably required to complete this transaction. RESOLVED FURTHER that the officers of this Corporation are required and authorized to act at all times in agreement with applicable laws and to obtain the required consent of the shareholders of this Corporation according to its Bylaws.