Board Resolution to Settle Litigation

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION TO SETTLE LITIGATION

Effective Date: {{date}}

WHEREAS

A. The Company, {{company_name}}, is currently involved in legal proceedings identified as {{case_name}} (the “Litigation”) commenced by/against {{other_party_name}} (the “Other Party”).

B. The Board of Directors has been fully apprised of the status and potential implications of the Litigation.

C. Following due consideration and advice from legal counsel, the Board deems it to be in the best interests of the Company and its shareholders to resolve the Litigation through a settlement agreement.

RESOLVED, THAT

1. The Company hereby approves the settlement of the Litigation known as {{case_name}} with {{other_party_name}} on the terms and conditions substantially as outlined in the draft Settlement Agreement presented to and reviewed by the Board at this meeting (or a prior meeting on {{date_of_prior_meeting}}).

2. The total settlement amount payable by/to the Company shall not exceed/be less than {{settlement_amount}} ({{settlement_amount_words}}) and shall be paid/received in accordance with the terms specified in the Settlement Agreement.

3. Any and all claims, counterclaims, and causes of action related to the Litigation, including but not limited to those referenced in the Settlement Agreement, shall be fully and finally released and discharged upon the execution and fulfillment of the terms of the Settlement Agreement.

FURTHER RESOLVED, THAT

1. {{authorised_officer_name}}, in their capacity as {{authorised_officer_title}}, and/or {{second_authorised_officer_name}}, in their capacity as {{second_authorised_officer_title}}, are hereby severally authorised, empowered, and directed to execute, deliver, and perform, for and on behalf of the Company, the Settlement Agreement and any other documents, instruments, or certificates deemed necessary or advisable to give full effect to this Resolution and the settlement contemplated herein.

2. Such authorised officers are granted full power and authority to negotiate and agree to such modifications, amendments, or waivers to the Settlement Agreement as they deem necessary or appropriate, provided that such changes do not materially alter the financial obligations or fundamental terms of the settlement as approved by this Board.

3. All actions previously taken by any officer, director, employee, or agent of the Company in connection with the entering into of the Settlement Agreement are hereby ratified and approved in all respects.

CERTIFICATION

I, the undersigned, Secretary of {{company_name}}, do hereby certify that the foregoing is a true and accurate copy of a resolution duly adopted by the Board of Directors of the said Company at a meeting duly called and held on {{date_of_meeting}} at which a quorum was present and acting throughout, and that such resolution is now in full force and effect.

Dated this {{day}} day of {{month}}, {{year}}.

Signature Block

_____________________________

{{secretary_name}}

Company Secretary

_____________________________

{{director_name}}

Director