Board Resolution Approving Negotiation

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Board Resolution Approving Negotiation

Board Resolution Approving Negotiation

{{company_name}} {{company_address}} {{phone}} {{email}} {{website}}

BOARD RESOLUTION APPROVING NEGOTIATION

Date of Resolution

{{date}}

WHEREAS

The Board of Directors (the “Board”) of {{company_name}} (the “Company”) has reviewed and considered a proposal regarding {{description_of_proposal_or_transaction}} (the “Proposed Transaction”).

The Board deems it to be in the best interest of the Company to explore the Proposed Transaction further through formal negotiations.

RESOLVED, THAT

The Board hereby approves the commencement of negotiations for the Proposed Transaction.

{{negotiating_party_name(s)}} {{negotiating_party_title(s)}} are hereby authorized to represent the Company in negotiating the terms and conditions of the Proposed Transaction.

The scope of negotiations shall be limited to {{scope_and_limitations_of_negotiations}}.

A negotiating committee, comprising {{committee_member_names}}, is hereby established to oversee and guide the negotiation process.

The negotiating party(ies) shall provide regular updates to the Board on the progress of negotiations and shall seek further Board approval for any material deviations from the approved scope or any final agreement.

FURTHER RESOLVED, THAT

All actions taken by the aforementioned individuals or committee in furtherance of these resolutions prior to the date hereof are hereby ratified and approved.

The Company Secretary, or any other authorized officer of the Company, is hereby authorized and directed to take all necessary actions to implement this resolution and to execute any documents or instruments as may be necessary or appropriate to give effect to the foregoing resolutions.

CERTIFICATION

The undersigned, {{secretary_name}}, 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 the Company at a meeting duly called and held on {{date}}, at which a quorum was present and voting throughout.

SIGNATURE BLOCK

_____________________________

{{secretary_name}}

Company Secretary

{{company_name}}

Date: {{signature_date}}