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Distribution Of Proceeds From Sale Of Corporate Assets

Pursuant to a duly made and seconded motion, a majority of the Board of Directors of [Nmae] (hereinafter referred to as Corporation) voted to adopt the following resolution:

RESOLVED, as the liquidation payment arising from the liquidation of said Corporation, the sum of $------ per share shall be distributed to the shareholders of record of said Corporation as of the [Date], and is hereby

RESOLVED FURTHER, that the Board of Directors hereby approves the attached letter to be sent to the shareholders of said Corporation by the President announcing the liquidation of said Corporation.

The undersigned, [Name], certifies that [Name] is the duly appointed Secretary of [Corporation] and that the above is a true, accurate, and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on [Date], and that such resolution is now in full force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary of [Corporation] and have attached the seal of [Corporation] to this resolution.

Dated:

_________________________

Secretary

Seal: