Legal Sale Agreement Resolution

LEGAL SALE AGREEMENT RESOLUTION

Company Name:   State of Incorporation:

A meeting of the Board of Directors of the Company was duly called and held on at , at which a quorum was present and acting throughout.

RECITALS

WHEREAS, the Company has negotiated a Sale Agreement with Buyer Name: dated (the "Sale Agreement"), pursuant to which the Company will sell certain property, assets, or equity interests; and

WHEREAS, the Board has reviewed the principal terms of the transaction, including the purchase price, allocation of assets, representations, warranties, covenants, indemnities, and other material provisions reflected in the Sale Agreement; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to enter into the Sale Agreement and to authorize the officers of the Company to take such actions as are necessary or appropriate to effectuate the transaction described therein.

NOW THEREFORE

NOW, THEREFORE, BE IT RESOLVED, that the recitals set forth above are incorporated herein by reference and that the Board hereby adopts the following resolutions:

1. APPROVAL OF SALE AGREEMENT

The form, terms and provisions of the Sale Agreement presented to the Board, including all schedules and exhibits thereto, are hereby approved, and the Company is authorized to enter into and perform its obligations under the Sale Agreement. The Board expressly approves the material economic terms summarized in this resolution.

2. SALE TERMS

Purchase Price: payable in accordance with the Sale Agreement.

Type of Sale: Assets Sale Stock/Equity Sale

Anticipated Closing Date: . The actual closing shall occur in accordance with the conditions and time periods set forth in the Sale Agreement.

3. AUTHORIZATION TO EXECUTE

The Chief Executive Officer, the President, the Chief Financial Officer, and each of them, acting singly or jointly, are authorized and directed to execute, deliver and perform the Sale Agreement and any related documents, instruments, certificates, escrow instructions, deeds, bills of sale, assignments and other instruments (collectively, the "Transaction Documents") on behalf of the Company. Such officers are further authorized to negotiate, approve, execute and deliver amendments, waivers and supplements to the Transaction Documents as they, in their sole discretion, deem necessary or advisable to effectuate the transaction, such determination to be conclusive evidence of the approval of such matters.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Board confirms that the Company’s representations, warranties and covenants contained in the Sale Agreement are reasonable, reflect the Board’s understanding of the transaction and are hereby ratified. The authorized officers are empowered to make, modify or supplement representations and warranties as appropriate for the consummation of the transaction, provided any material changes must be reported to and ratified by the Board.

5. INDEMNIFICATION AND LIABILITY

The Board hereby approves the indemnification provisions contained in the Sale Agreement and authorizes payment of any costs, fees or expenses to be borne by the Company as set forth in the Sale Agreement, subject to applicable law and the Company’s constituent documents. The Company shall defend, indemnify and hold harmless the officers and directors in accordance with applicable indemnification provisions except to the extent prohibited by law.

6. CLOSING AND ESCROW

The officers are authorized to select and instruct escrow agents, closing agents and other third parties, to deposit and to accept funds or instruments, to deliver closing deliverables, and to take all actions, pay amounts and execute any documents necessary to effect the closing of the transaction in accordance with the Sale Agreement.

7. NOTICES

All notices required or permitted under this Resolution or the Sale Agreement shall be sent to the addresses set forth below (or to such other address as a party designates by notice in writing).

8. FURTHER ACTIONS

The officers of the Company are authorized and directed to take any and all actions, to execute and deliver such additional documents and certificates, and to pay such fees and expenses as such officers deem necessary or desirable to carry out the intent of these resolutions and to consummate the transactions contemplated by the Sale Agreement.

GOVERNING LAW; MISCELLANEOUS

Governing Law: This Resolution and any disputes arising under or in connection with the Sale Agreement shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to conflict of laws principles.

Entire Agreement: This Resolution, together with the Sale Agreement and related Transaction Documents, constitutes the entire agreement of the parties with respect to the matters addressed herein and supersedes all prior agreements and understandings, oral or written, relating to such matters.

Severability: If any provision of this Resolution is held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Resolution, which shall remain in full force and effect.

Amendments and Waiver: Any amendment or waiver of any provision of this Resolution shall be effective only if in writing and signed by the Board or by the authorized officers designated herein.

Counterparts: This Resolution may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding for all purposes.

CERTIFICATION OF ADOPTION

I hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company at a meeting held in accordance with the bylaws of the Company and the laws of the State of Incorporation, and that such resolutions are now in full force and effect.

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