Resolution to Authorize Sale/Leaseback transaction

WHEREAS, it is advisable for the Corporation to raise capital through a sale/leaseback of certain of its assets, be it:

RESOLVED, that the Corporation sell the following property: ______________________________________________________________ to ______________________________________________________________ for the price of _______________________________, (_______________________________) and that concurrently the Corporation execute a lease for said property for a period of __________ years at a net annual rental not to exceed ___________%, (_______________________________percent) of the sales price, all in accord with generally prevailing sales/leaseback terms.

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 _______________________________.

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Secretary