Board Resolution Approving Sale of Shares

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION APPROVING SALE OF SHARES

**DATE:** {{date}}

**WHEREAS,** the Board of Directors (the 'Board') of {{company_name}} (the 'Company') deems it to be in the best interest of the Company to approve the sale of shares as detailed herein.

**WHEREAS,** the proposed sale of shares aligns with the strategic objectives of the Company and is in compliance with the Company's Memorandum of Incorporation and applicable laws.

**RESOLVED,** that the sale of {{number_of_shares}} ({{number_of_shares_words}}) ordinary/preference shares (delete as applicable) of the Company, with a par value of {{par_value}} ({{par_value_words}}) each, to {{purchaser_name}} (hereinafter referred to as the 'Purchaser') for a total consideration of {{total_consideration}} ({{total_consideration_words}}) be and is hereby approved.

TERMS OF SALE

It is hereby resolved that the terms of the share sale shall be as follows:

**Seller:** {{seller_name}}

**Purchaser:** {{purchaser_name}}, Registration/ID Number: {{purchaser_id_number}}

**Number of Shares:** {{number_of_shares}} ({{number_of_shares_words}})

**Class of Shares:** {{class_of_shares}}

**Purchase Price per Share:** {{price_per_share}}

**Total Purchase Price:** {{total_purchase_price}}

**Payment Terms:** {{payment_terms}} (e.g., 'full payment upon signing', 'instalments as per agreement')

**Effective Date of Transfer:** {{effective_date_of_transfer}}

AUTHORISATION OF DIRECTORS AND OFFICERS

**FURTHER RESOLVED,** that any Director or Officer of the Company be and is hereby authorised, empowered, and directed to take all such actions, execute all such instruments and documents, and do all such further things as may be necessary or desirable to effectuate the terms of this resolution, including, without limitation, the execution of a Share Sale Agreement, amendment of the share register, and issuance of new share certificates, if applicable.

SHARE CERTIFICATE AND REGISTER

**FURTHER RESOLVED,** that upon receipt of the full purchase consideration, the Company Secretary or other authorised officer is hereby directed to:

a) Cause the removal of the transferred shares from the register of members under the name of the Seller.

b) Cause the recording of the Purchaser as the new holder of the said shares in the Company's share register.

c) Issue a new share certificate (if applicable) in favour of {{purchaser_name}} for the {{number_of_shares}} ({{number_of_shares_words}}) shares, bearing certificate number {{new_certificate_number}}.

INDEMNITY

**FURTHER RESOLVED,** that the Company shall indemnify and hold harmless the Directors and Officers from and against any and all liabilities, costs, damages, and expenses whatsoever arising from or in connection with the actions taken pursuant to this resolution, provided such actions were taken in good faith and in the best interests of the Company.

CERTIFICATION

I, the undersigned, being the Company Secretary of {{company_name}}, do hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of the Company at a meeting duly convened and held on {{date_of_meeting}}, at which a quorum was present and voting throughout.

Signature Block

_____________________________

{{company_secretary_name}}

Company Secretary

{{date}}