Fill and Sign the Before the Board of Directors of the Mark Twain Health Form

- 1 - RESOLUTION __________________________ WHEREAS, the Board of Directors deems it desirable and in the best interests of the corporation to borrow [$ __________________] from _____________________________ (the “Loan”) via a promissory note. THEREFORE, BE IT RESOLVED, that the corporation borrow [$______________________ ] [from ____________________ Lender]through a promissory note; that the annual interest rate of said note shall [not exceed] [be] [_______ %] ______________________ per cent per _____________________; that the note shall mature on the ____ day of ______ 20____; that the note shall be due and payable in full at the end of such period; and that the Loan shall be evidenced by the promissory note substantially in the form attached hereto as Exhibit A (the “Note”). RESOLVED FURTHER, that the President or the Treasurer of this corporation are hereby authorized, directed and empowered to execute, for and on behalf of the corporation, and in its name, any and all documents required in connection with the Loan, including but not limited to the Loan Agreement and the Note, substantially in the form attached hereto as Exhibit A, with such changes thereto as the person executing same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof. RESOLVED, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions. RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of this corporation. Director/Shareholder Director/Shareholder Director/Shareholder Director/Shareholder
† in addition, in order to ensure that all shareholders are fully aware of the terms and conditions of the loan, the terms and conditions of which are subject to change at any time, the directors have further determined: (a) that the board shall, within a reasonable period of time and for reasonable consideration take action to announce and communicate the terms and conditions of this loan to any and all shareholders of the corporation; and that any shareholders of the corporation, at their respective meetings, may receive a copy of any such announcement or communication; and that, as soon as practicable after the above-stated actions take effect, the foregoing resolutions shall be amended and may become so amended and such amendment subsequently passed and certified if requested in writing; and that such amendment shall thereafter become effective and be a part of the corporation's articles of incorporation. (b) that such terms and conditions of this loan shall be binding upon the corporation subject to any amendments thereto and to all conditions and restrictions of the lenders to whom this loan is drawn. All shareholders are therefore expressly notified that the terms of the loan shall be binding upon themselves and all other shareholders, including successors of them that come within the scope of any such terms and conditions. (c) that this note shall be deemed, from and after such date as aforesaid, to be a valid note on the date the above-stated agreements, which are and which shall become effective as aforesaid are entered into and become effective with reference to which all the powers and duties of officers, directors and stockholders of the corporation in relation to any other note or other obligation arising under the laws of this state shall be performed. (d) that the notice to be given of the adoption of this resolution to the holders referred to in this resolution shall be given by posting such notice as is deemed reasonable with the first class mail of any of such holders within 5 working days. (e) that upon such date as is hereinafter referred to as the date of the issuance of a certificate of such resolutions of the board of directors, all outstanding certificates to each holder of the notes shall be converted into cash in an amount equal to the face value thereof, and then such holder may be deemed to have held the notes to maturity at the par amount; and that such certificate shall be a notice to all other holders thereof that such holders should not have the obligation to pay the interest thereon from the date such notice is received by such holder. The