Board Resolution Approving Sale of Assets

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION APPROVING SALE OF ASSETS

Date: {{date}}

At a duly convened meeting of the Board of Directors of {{company_name}} (the “Company”) held on {{meeting_date}} at {{meeting_time}} at {{meeting_location}}, the following resolutions were considered and adopted:

1. Background

WHEREAS, the Board of Directors has determined that the sale of certain assets of the Company is in the best interest of the Company and its shareholders; and

WHEREAS, the specific assets to be sold are described as {{asset_description}} (the “Assets”); and

WHEREAS, the proposed sale price for the Assets is {{currency}}{{sale_price}} under the terms and conditions outlined in the Asset Purchase Agreement.

2. Approval of Asset Sale

RESOLVED, that the sale of the Assets, as described above and more fully detailed in the Asset Purchase Agreement, is hereby approved.

RESOLVED FURTHER, that the Board of Directors hereby believes that the terms and conditions of the Asset Purchase Agreement are fair and reasonable and in the best interests of the Company and its shareholders.

3. Authorization of Officers

RESOLVED, that {{authorized_officer_name}}, in their capacity as {{authorized_officer_title}}, and any other duly authorized officer of the Company, be and hereby are, authorized, empowered, and directed to execute and deliver the Asset Purchase Agreement and any other documents, agreements, certificates, and instruments as may be necessary or desirable to consummate the sale of the Assets and to carry out the intent of these resolutions.

RESOLVED FURTHER, that such officers are authorized to negotiate, execute, and deliver any amendments or modifications to the Asset Purchase Agreement as they deem necessary or appropriate, provided such amendments or modifications do not materially alter the fundamental terms of the sale as approved by this Board.

4. Indemnification

RESOLVED, that the Company shall indemnify and hold harmless its officers and directors from any liability arising from their good faith actions in connection with the sale of the Assets, to the fullest extent permitted by law and the Company’s Articles of Incorporation and Bylaws.

5. Effectiveness of Resolutions

RESOLVED, that these resolutions shall be effective immediately upon their adoption.

ADOPTED AND APPROVED by the Board of Directors on this {{adoption_day}} day of {{adoption_month}}, {{adoption_year}}.

Signature Block

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{{board_chair_name}}

Chairman of the Board

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{{company_secretary_name}}

Company Secretary