Shareholder Resolution Approving an Acquisition

SHAREHOLDER RESOLUTION APPROVING AN ACQUISITION

WHEREAS, pursuant to the applicable and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the Shareholders of this corporation pursuant to this Written Consent:

NOW, THEREFORE, BE IT RESOLVED that the undersigned Shareholders of this corporation hereby consent to, approve and adopt the following:

ACQUISITION

RESOLVED THAT, it is in the best interests of the corporation to acquire [all of the outstanding stock] [all of the assets of] ABC, Inc., a ________________ [corporation, LLC, limited partnership] ("ABC");

RESOLVED FURTHER THAT, the acquisition of said [stock] [assets] is intended to be for a price of approximately $__________ payable in....