Board Resolution Approving Unanimous Shareholders Agreement

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Board Resolution Approving Unanimous Shareholders Agreement

Board Resolution Approving Unanimous Shareholders Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION APPROVING UNANIMOUS SHAREHOLDERS AGREEMENT

Passed on {{date}}

At a duly convened meeting of the Board of Directors of {{company_name}} (hereinafter referred to as “the Company”) held at {{meeting_location}} on {{meeting_date}} at {{meeting_time}}, the following resolutions were considered and unanimously passed.

Preamble

WHEREAS, the Board of Directors deems it desirable and in the best interests of the Company and its shareholders to enter into a Unanimous Shareholders Agreement (hereinafter referred to as “the USA”) to govern the relationship between the shareholders, the management of the Company, and the transfer of shares.

WHEREAS, a draft of the proposed USA has been presented to and reviewed by the Board of Directors.

Resolution to Approve the Unanimous Shareholders Agreement

IT IS HEREBY RESOLVED THAT the Unanimous Shareholders Agreement, in the form presented to this meeting and attached hereto as Schedule A, be and is hereby approved, ratified, and adopted.

IT IS FURTHER RESOLVED THAT any one Director or the Company Secretary be and is hereby authorized, empowered, and directed to execute and deliver the USA, with such modifications, additions, or deletions as may be approved by such Director or Company Secretary, provided that such modifications, additions, or deletions do not materially alter the intent and purpose of the USA as approved by the Board, and such execution shall be conclusive evidence of the Board’s approval of any such modifications, additions, or deletions.

Resolution on Implementation

IT IS HEREBY RESOLVED THAT the Directors and Officers of the Company be and are hereby authorized and directed to take all such actions, do all such things, and execute all such further documents, agreements, and instruments as may be necessary or desirable to give full effect to this resolution and the terms of the USA.

Mandate to Company Secretary

IT IS HEREBY RESOLVED THAT the Company Secretary be and is hereby authorized and directed to certify these resolutions and to file all necessary documents with the relevant regulatory authorities, including but not limited to the Companies and Intellectual Property Commission (CIPC) or equivalent body in {{country_name}}, as may be required by law.

Certification

I, the undersigned, Company Secretary of {{company_name}}, do hereby certify that the foregoing is a true and accurate copy of a resolution duly passed by the Board of Directors of the Company on the date first above written and that all procedures required for the passing of this resolution have been duly complied with.

Dated this {{certification_date}} day of {{certification_month}}, {{certification_year}}.

Signature

___________________________

{{company_secretary_name}}

Company Secretary