WRITTEN CONSENT OF THE
MANAGING MEMBER OF
The undersigned, being the Managing Member of (Name), LLC, a North Carolina limited
liability company (the “Company”), does hereby adopt the following resolutions:
WHEREAS, the Managing Member has determined that it is advisable, fair and in the best
interests of the Company to enter into that certain Asset Purchase Agreement dated (Date), by and
among the Company, (Name), a North Carolina corporation, and (Names), solely for purposes of
Section 8.18 thereto (the “Agreement”);
NOW THEREFORE, BE IT, RESOLVED, that the Agreement, substantially in the form
attached hereto as Exhibit A, be, and hereby is, authorized and approved.
RESOLVED, that the officers of the Company, be, and each of them acting alone hereby is,
authorized and directed, in the name and on behalf of the Company, to execute and deliver the
Agreement, with such changes therein or amendments thereto as any such individual, in his or her
sole discretion, may deem necessary or appropriate, with the execution and delivery of the
Agreement and any other document required or contemplated under the Agreement, with such
changes therein as any such individual, in his or her sole direction, may deem necessary or
appropriate, with the execution and delivery of the Agreement or such other documents by any such
individual to be conclusive evidence of approval thereof by the Company.
RESOLVED, that all actions taken by any of the officers of the Company before the date of
this consent for the purpose of effecting any of the actions authorized by this consent be, and they
hereby are, approved and ratified in all respects; and it is further
RESOLVED, that the officers of the Company be, and each of them acting alone hereby is,
authorized to execute and deliver all such further agreements, documents, certificates and
instruments, and to take all such other actions, and pay such fees, costs and expenses, as any such
officer, in his or her sole discretion, may deem necessary or appropriate in order to carry out the
transactions contemplated by the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has executed this action by consent in writing
as of the (Date).
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ASSET PURCHASE AGREEMENT
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