[COMPANY]

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[URL]

Rev 6/18

[Company Name]

Meeting of the Board of Directors

[Address Line 1]

[City] [Zip Code]

[United States]

[Date]

Pursuant to notice duly given to all directors of [Company Name], a Delaware corporation (the “Company”), a meeting of the Company’s Board of Directors (the “Board”) was held at the above date and place at [Start Time]. The following directors were present in person or by telephone and constituted a quorum: [[Director 1], [Director 2] and [Director 3]]. Also present were [NAME], [NAME] and [NAME] of the Company and[NAME] of [COMPANY], as counsel to the Company, who kept the minutes of the meeting.

Valuation Determination

[Current Valuation:

RESOLVED FURTHER: That the Board has reviewed the written valuation report prepared by _________________________________ (the “Valuation Report”) and has determined that $__________ per share (the per share value determined by _________________________________ as of [Date] and reflected in the Valuation Report) is the current per share fair market value of the Company’s Common Stock as of the effective date of these resolutions, which determination has been made in good faith, based on all of the relevant facts and circumstances as of the effective date of these resolutions, including, to the extent applicable, some or all of the following factors: the value of the Company’s tangible and intangible assets, the present value of anticipated future cash flows of the Company, the market value of the stock or other equity interests of similar companies and other entities engaged in trades or businesses substantially similar to those engaged in by the Company whose value can be readily determined through non-discretionary objective means, recent arm’s length transactions involving the sale or transfer of Company stock and other relevant factors such as control premiums or discounts for lack of marketability.] OR