Resolution to Sell Corporate Shares

WHEREAS, _______________________________ has duly subscribed for (_______________________________) shares of the common stock for the aggregate subscription price of $_______________________________ (______________________________________________________________), and

WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation to accept said subscription; be it:

RESOLVED, that the Corporation does hereby accept the stock subscription of _______________________________ to purchase (_______________________________) shares of the Corporation for $_______________________________ (______________________________________________________________) and, it is

RESOLVED FURTHER, that upon tender of the subscription price, the Treasurer of the Corporation is to issue to ______________________________________________________________, or his/her nominee, (______________________________________________________________) shares of the no-par value common stock.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________________________,a corporation duly formed pursuant to the laws of the state of _______________________________ and that the foregoing is a true record of a resolution duly adopted at a meeting of the _______________________________ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _______________________________,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this _______________________________, _______________________________ of _______________________________.

______________________________________________________________

Secretary