Board Resolution Approving Sale Of Restricted Stock

[Company Name]

Board of Directors Resolutions

Date [Date]

Sale of Restricted Stock

WHEREAS, the Board of Directors (the “Board”) of [Company Name], (the “Company”) has determined that it is in the best interest of the Company to sell and issue on behalf of the Company Common Stock (the “Shares”) to the individuals or entities listed below (the “Purchasers”) in the amounts specified opposite each name, at a price of [Common Stock Price Per Share] per share which the Board determines to be the fair value of such Shares.

NOW, THEREFORE, BE IT RESOLVED, that each Purchaser shall be sold the number of shares of Common Stock set forth opposite such Purchaser's name pursuant to the Plan, subject to compliance with applicable securities laws.

General Authority and Ratification

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to prepare or cause to be prepared and to execute, deliver, verify, acknowledge, file or record any documents, instruments, certificates, statements, papers, or any amendments thereto, as may be deemed necessary or advisable in order to effectuate the transactions contemplated by the agreements approved herein, and to take such further steps and do any and all such further acts or things as shall be necessary or desirable to carry out the transactions contemplated by the foregoing resolutions. 

RESOLVED FURTHER, that the authority and power given hereunder be deemed retroactive and any and all acts authorized hereunder performed prior to the passage of these resolutions, be, and they hereby are, ratified, confirmed and approved in all respects. 

_________________________ Sign Here

[Name of Company Secretary]

EXHIBIT A: Sale of Restricted Stock