Board Resolution Approving Negotiation

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION APPROVING NEGOTIATION

WHEREAS, {{company_name}} (the "Company") is considering a potential {{transaction_type}} with {{counterparty_name}} (the "Counterparty"); and

WHEREAS, the Board of Directors deems it in the best interest of the Company and its shareholders to formally authorize the commencement of negotiations regarding the proposed {{transaction_type}} with the Counterparty; and

WHEREAS, the Board has reviewed preliminary information pertaining to the potential {{transaction_type}} and believes that further exploration through negotiation is warranted.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves and authorizes the initiation of negotiations with {{counterparty_name}} concerning the proposed {{transaction_type}} (the "Negotiations").

DESIGNATION OF NEGOTIATING PARTIES

RESOLVED FURTHER, that {{negotiator_name(s)}}, holding the position(s) of {{negotiator_title(s)}}, are hereby authorized and empowered to represent the Company in the Negotiations, and to engage in discussions, exchange information, and propose terms and conditions necessary for the successful conduct of such Negotiations, subject to the limitations set forth herein.

SCOPE OF AUTHORITY

RESOLVED FURTHER, that the authority granted to the designated negotiating parties shall be limited to engaging in discussions and proposing non-binding terms. Any final agreement or commitment resulting from these Negotiations shall be subject to further review and approval by the Board of Directors, and, if required, by the shareholders of the Company.

CONFIDENTIALITY AND DISCLOSURE

RESOLVED FURTHER, that all information exchanged during the Negotiations shall be treated as confidential, and the designated negotiating parties shall ensure that appropriate confidentiality agreements are in place with the Counterparty prior to the exchange of any sensitive or proprietary information. The designated negotiating parties shall be mindful of any disclosure obligations under applicable laws and regulations.

REPORTING AND OVERSIGHT

RESOLVED FURTHER, that the designated negotiating parties shall provide regular updates to the Board of Directors on the progress of the Negotiations, including any significant developments, proposed terms, or challenges encountered. The Board reserves the right to provide further instructions, guidance, or to terminate the Negotiations at any time.

LEGAL AND FINANCIAL ADVICE

RESOLVED FURTHER, that the Company is authorized to engage legal counsel, financial advisors, and other external consultants as deemed necessary to assist in the Negotiations, and to ensure that the Company's interests are properly protected.

EFFECTIVE DATE

This Resolution shall be effective as of the date first written above.

CERTIFICATION

The undersigned, being the Secretary of {{company_name}}, does hereby certify that the foregoing is a true and accurate copy of a Resolution duly adopted by the Board of Directors of {{company_name}} at a meeting held on {{date_of_meeting}}, at which a quorum was present and acting throughout, and that such Resolution has not been modified, rescinded, or revoked and is in full force and effect.

Signature Block

_____________________________

{{secretary_name}}

Corporate Secretary

{{company_name}}

Date: {{date}}